Golden Ridge Resources Ltd — Management Reports 2021

Mar 1, 2021

==> picture [193 x 65] intentionally omitted <==

GOLDEN RIDGE RESOURCES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

December 31, 2020

Landmark 3

• 335 – 1632 Dickson Road, Kelowna, BC V1Y 7T2

Ph: 250.717.3151 – Fax: 250.717.1845 www.goldenridgereosurces.com

Golden Ridge Resources Ltd. Management’s Discussion & Analysis December 31, 2020

The following management’s discussion and analysis (“MDA”) has been prepared as of February 26, 2021 and should be read in conjunction with Golden Ridge Resources Ltd.’s conjunction un-audited condensed consolidated interim financial statements for the three months ended December 31, 2020 and the comparative period December 31, 2019. The un-audited condensed consolidated interim statements have been prepared in accordance with International Financial Reporting Standards and all numbers are reported in Canadian dollars, unless otherwise stated.

Throughout the report we refer to Golden Ridge, the “Company”, “we”, “us”, “our” or “its”. All these terms are used in respect of Golden Ridge Resources Ltd. All amounts stated are in Canadian dollars unless otherwise stated.

Cautionary Statement on Forward-Looking Information

This report contains “forward-looking statements”, including, the Company’s expectations as to but not limited to, comments regarding the timing and content of upcoming work programs and exploration budgets, geological interpretations, receipt of property titles, and potential mineral recovery processes. Forward-looking statements express, as at the date of this report, the Company’s plans, estimates, forecasts, projections, expectations, or beliefs as to future events or results. The material factors and assumptions used to develop the forward-looking statements and forward looking information contained in this MD&A include the following: our approved budgets, exploration and assay results, results of the Company’s planned exploration expenditure programs, estimated drilling success rates and other prospects. Due to the nature of the mineral resource industry, budgets are regularly reviewed in light of the success of the expenditures and other opportunities that may become available to the Company. Accordingly, while the Company anticipates that it will have the ability to spend the funds available to it, there may be circumstances where, for sound business reasons, a reallocation of funds may be prudent.

Forward-looking statements involve a number of risks and uncertainties, and there can be no assurance that such statements will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements and Golden Ridge assumes no obligation to update forward-looking information in light of actual events or results.

Factors that could cause results or events to differ materially from current expectations expressed or implied by the forward-looking statements, include, but are not limited to, factors associated with fluctuations in the market price of minerals, mining industry risks and hazards, environmental risks and hazards, economic and political events affecting metal supply and demand, uncertainty as to calculation of mineral reserves and resources, requirement of additional financing, and other risks. Actual results may differ materially from those currently anticipated in such statements.

Readers are cautioned that the foregoing list of important factors and assumptions is not exhaustive. Forward-looking statements are not guarantees of future performance. Events or circumstances could cause the Company’s actual results to differ materially from those estimated or projected and expressed in, or implied by, these forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of factors, whether as a result of new information or future events or otherwise, except as may be required under applicable laws.

OVERVIEW PERFORMANCE AND OPERATIONS

Golden Ridge Resources Ltd. the "Company") was incorporated under the Business Corporations Act in British Columbia on January 27, 2011. On April 23, 2012, the Company completed a mineral property option transaction as its Qualifying Transaction and became a Tier 2 issuer listed on the TSX Venture Exchange (“Exchange”) with shares trading under the symbol "EEC". On October 18, 2017, the Company completed an RTO transaction with 0897043 BC Ltd. (“RTO Transaction”) wherein 0897043 BC Ltd. became a wholly owned subsidiary of the Company. Additionally, the Company changed its name to Golden Ridge Resources Ltd. and trades on the Exchange under the symbol GLDN.

Page 2 of 19

Golden Ridge Resources Ltd. Management’s Discussion & Analysis December 31, 2020

The Company’s corporate office and principal place of business is located at 335 – 1632 Dickson Avenue Kelowna, BC V1Y 7T2.

Qualified Person:

Dr. Stephen Amor, PhD, PGeo, technical advisor to the Company, is the Qualified Person as defined by National Instrument 43-101 who has reviewed and approved the technical data in this report.

*This report may contain information about adjacent properties on which Golden Ridge has no right to explore or mine. Readers are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on the Company’s properties.

In addition to the below summary please refer to the Company’s quarterly MD&A report dated November 26, 2020 (“Q1 2021 MD&A”) and filed on SEDAR under the Company’s profile.

During the recent quarter ended December 31, 2020 and as at the date of this report herein, the Company reports the following:

PROJECTS & EXPLORATION

The Company is primarily engaged in the acquisition, exploration and development of mineral properties located in Canada. To date, the Company has not earned significant revenues and is considered to be in the exploration stage. The Company’s current properties include mineral properties located in British Columbia and the Yukon and a portfolio of projects in Newfoundland as described herein below.

Newfoundland

Property Agreements

Heritage Project

Pursuant to an option agreement dated June 26, 2020 (the “ Heritage Option ”) between Golden Ridge and Puddle Pond Resources Inc. (the “ Optionor ”), Golden Ridge has the right to earn a 75% interest subject to a 1.5% net smelter return royalty (“ NS R”) to the Optionor in the Heritage Project located in Newfoundland. Additionally, the Heritage Property is subject to a further 2.5% NSR on certain claims forming part of the Heritage Property (the “ Underlying NSR ”) to the original holders (“ Original Vendors ”) which can be purchased and extinguished in its entirety pursuant to an agreement dated June 26, 2020 between Golden Ridge, the Optionor and the Original Vendors (the “ NSR Option ”). Consideration for the Heritage Option includes aggregate cash payments of $150,000 ($32,500) paid), aggregate share issuances of 600,000 common shares (issued) and $525,000 issuable in common shares and exploration expenditures of $3,000,000 over a three-year period. Additionally, consideration of the NSR Option includes an aggregate $80,000 ($30,000 paid) cash payments and an aggregate of 1,250,000 (225,000 issued) in share issuances.

Upon exercise of the Heritage Option, Golden Ridge and the Optionor will enter into a joint venture agreement (the “ JV ”) wherein the Optionor will maintain a carried interest of 25% in the JV to prefeasibility.

Additionally, the Optionor will be entitled to certain milestone payments, wherein Golden Ridge shall issue to the Optionor 1,000,000 common shares (the “Milestone Shares”) per each measured or indicated mineral resource estimate of 1,000,000 ounces of Gold Equivalent for the Heritage Property, such mineral resource estimate being determined in accordance with the CIM Definition Standards as established by the Canadian Institute of Mining, Metallurgy and Petroleum, and in accordance with NI 43-101.

Page 3 of 19

Golden Ridge Resources Ltd. Management’s Discussion & Analysis December 31, 2020

Davis Cove Project

Pursuant to an option agreement dated June 26, 2020 (the “Davis Cove Option”) between Golden Ridge and certain third-party arm’s length vendors (collectively the “Optionor’s”), Golden Ridge will have the right to earn an 100% interest subject to a 2% net smelter return royalty (“NSR”) in the Davis Cove Project located in Newfoundland. The Company has the right to purchase the first 1% of the royalty for $1 million and remaining 1% of the royalty for an additional $3 million any time prior to the commencement of commercial production.

Consideration for the Davis Cove Option includes certain cash payments of $60,000 ($7,500 paid), $50,000 ($7,500 issued) in common share issuances over three years and advance royalty payments of $7,000 per year commencing in year 5.

Fortune Bay, Long Range & Lucky Strike Projects

Pursuant to an option agreement dated June 26, 2020 (the “NFLD Option”) between Golden Ridge and certain third-party arm’s length vendors (collectively the “NFLD Optionor’s”), Golden Ridge has earned a 100% interest in the Fortune Bay, Long Range and Lucky Strike Projects located in Newfoundland for consideration of the issuance of 3,000,000 common shares (issued).

See news releases dated June 26, 2020 for additional details on the Newfoundland portfolio of project options and acquisition on www.SEDAR.com and the Company’s website at: www.goldenridgeresources.com.

Williams Property

On February 3, 2020 the Company entered into an option agreement with two arm’s length vendors (collectively the “Optionors”), subject to a 2% NSR retained by the Optionors (the “Williams Option”) wherein Golden Ridge can acquire a 100% interest in the Williams gold property (the “Williams Property”) located in the Province of Newfoundland. Consideration includes cash payments of $150,000 ($10,000 paid) and the issuance of an aggregate 300,000[1] (50,000 issued) Golden Ridge common shares over a 4 year period.

The Williams Option can be accelerated at Golden Ridge’s election. Under the Williams Option Golden Ridge can purchase 1.0% of the NSR for $1,000,000 at any time before the commencement of commercial production. Beginning on December 31, 2024 and annually thereafter, Golden Ridge will make annual advanced minimum royalty (“AAMR”) payments of $7,500. AAMR payments are deductible from future NSR payments.

See Q1 2021 MD&A and news releases dated October 26, 2020 and September 17, 2020 for details on the Williams Property exploration results under the Company’s profile on www.SEDAR.com and the Company’s website at: www.goldenridgeresources.com .

Additional Newfoundland Staking:

The Company has staked an additional 7,854 ha in the highly prospective and underexplored Eagles Talon prospect adjacent to the Heritage Project.

British Columbia

Hank Property

On November 13, 2018, the Company pursuant to an option agreement with Lac Properties Inc. (“Lac”) acquired a 100% in the Hank property (the “Hank Property”), located in the Liard district of British Columbia, subject to a 2% net smelter return (“NSR”) to Lac.

Page 4 of 19

Golden Ridge Resources Ltd. Management’s Discussion & Analysis December 31, 2020

Lac retained a 2% NSR as well as certain back-in rights. Under the terms of a Back-in Right Agreement between the Company and Lac, Lac has the option to purchase a 51% interest in the Hank Project upon a mineral resource of at least 3 million ounces of contained gold or gold equivalent (“Hurdle Notice”) being generated. Lac shall have the right to exercise for a period of one hundred and fifty (150) days after the Hurdle Notice has been delivered to Lac. If the back-in right is exercised, the Company will receive two times its expenditures in cash, the 2% NSR will be cancelled and 51/49 joint venture will immediately be formed. These royalties and back-in rights will be filed with the mineral titles online registry maintained by the chief gold commissioner of British Columbia.

Dispositions

Ball Creek

On July 9, 2019, the Company and Orogen Royalties Inc (formally Evrim Resources Corp.) (“ Orogen ”) entered into an option agreement (the “Orogen Option”) to acquire, subject to a 2% NSR, an 80% interest in the Ball Creek Project (“Ball Creek”) located in British Columbia.

During the period ended December 31, 2020 pursuant to the Orogen Option the Company issued $50,000 in common shares (213,675) completing its 2[nd] year anniversary option requirements.

Effective February 9[th] , 2020 Golden Ridge and Orogen agreed to terminate (the “ Option Termination ”) the Orogen Option. Consideration to Golden Ridge for the Option Termination is $15,000 in cash and the surrender of 149,573 Golden Ridge payment shares previously received by Orogen.

Pursuant to the Option Termination the Company as at December 31, 2020, wrote-off exploration and evaluation asset expenditure in the amount of $1,324,154 (June 30, 2020 - $Nil).

Exploration – Newfoundland

Highlights of the Phase I Heritage Exploration Program

As at February 10, 2021 the Company had received results for holes 1 - 9 as part of the Company’s recently completed 5,182 meter diamond-drill program at the Heritage epithermal Au-Ag project.

Highlights to date include.

• Epithermal textures have been intersected in the first nine holes (HE-EZ-20-01 to HE-EZ-20-09) drilled at the Eagle zone, which cover a strike length of 375 metres.

• HE-EZ-20-02 is the first hole ever to intersect broad intervals of gold and silver mineralization in the Burin Peninsula; suggesting that the Burin and its Avalon Terrain host rocks can potentially host significant bulk-tonnage precious-metal mineralization.

• HE-EZ-20-02 was the first hole drilled at the Eagle Zone targeting second-order NW-SE trending structures, as opposed to previously targeted first-order NE-SW trending structures. Additional drilling at the Eagle Zone will focus on these higher-order structures.

• HE-EZ-20-05 shows lateral continuity with the high-grade Ag-Au mineralization within the central part of the Eagle Zone, including multiple intervals of robust epithermal boiling-zone alteration and mineralization.

• Holes HE-EZ-20-03 to HE-EZ-20-06 successfully extended one of the high-grade Ag-Au boiling zones within the central part of the Eagle Zone, laterally and to 200 meters true vertical depth.

Page 5 of 19

Golden Ridge Resources Ltd. Management’s Discussion & Analysis December 31, 2020

• Ongoing extension drilling at the Eagle Zone continues to increase its dimensions and it currently measures at least 750m in strike length, 50m in width and 250m in depth, representing a large, robust and open Au-Ag epithermal system.

• Hole HE-EZ-20-07, which intersected 7.42m of 4.94g/t Au and 48.44g/t Ag (5.58 g/t AuEq or 468.31g/t AgEq) is one of the deepest holes drilled on the Property to date and strongly suggests that grades increase with depth.

• Historical drilling within the northern part of the Eagle Zone focused on shallow depths (historic drilling generally focused on depths of less than ~100m), and the down dip extension of the high-grade zone encountered in HE-EZ-20-07 was further tested in holes HE-EZ-20-16 to HE-EZ-20-21 (assays pending).

• Holes HE-EZ-20-08 and HE-EZ-20-09 continued to build on Au-Ag mineralization at depths of ~200m within the southern part of the Eagle Zone. Epithermal-style mineralization intersected within the zone remains open at depth.

To date 1,914m of drilling has now been assayed and reported from the recently completed 5,182m program, representing only 37% of the total meterage drilled. Additional results to report include assays for holes targeting the Turpin, Pinnacle and Lunch Spot Zone’s situated along a 2.5km magnetic anomaly, as well as additional holes at the Eagle Zone.

Additionally, in January 2021, the Company completed a comprehensive surface sampling program to better understand the soil response to the Eagle Zone and the surrounding target areas. Results from this survey will help the Company locate additional epithermal-style mineralization and will be released to the market once received and interpreted.

See news releases dated February 10, 2021, January 19, 2021, December 2, 2020, November 24, 2020 and August 12, 2020 for additional details on assay results, maps, core photos as well as QA/QC Procedures on the Heritage Property exploration results to date as filed under the Company’s profile on www.SEDAR.com and the Company’s website at: www.goldenridgeresources.com.

Outlook

The outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and physical distancing, have caused material disruption to business globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.

The remainder of the page was left blank intentionally

Page 6 of 19

==> picture [193 x 65] intentionally omitted <==

GOLDEN RIDGE RESOURCES LTD.

Expenditures to date on Exploration and Evaluation Assets include:

		Hank		BallCreek		Williams		Heritage		Davis Cove		Other		Total
Balance as at June 30, 2020	$	6,148,346	$	1,274,154	$	21,250	$	-	$	-	$	-	$	7,443,750
Acquisition costs
Cash payments		-		-		-		30,000		7,500		-		37,500
Share payments		-		50,000		-		206,250		7,500		750,000		1,013,750
Staking		-		-		-						20,410		20,410
Total Acquisition Costs		-		50,000		-		236,250		15,000		770,410		1,071,660
Exploration Costs														-
Assaying		-		-		33,677		40,764		-		-		74,441
Drilling		-		-		-		332,638		-		-		332,638
Field equipment and supplies		-		-		-		10,104		-		-		10,104
Fieldwork		-		-		23,286		162,189		2,314		2,460		190,249
Geological		-		-		540		10,360		-		-		10,900
GIS Mapping and reports		-		-		6,571		20,349		-		-		26,920
Camp/Site Costs/Mgmt		-		-		-		57,073		238		360		57,671
IP Survey & Geophysics		-		-		-		170,570		-		-		170,570
Permitting & legal		5,867		-		-		2,350		-		-		8,217
Transport, helicopter & rental equipment		-		-		-		14,794		-		906		15,700
Travel/Site		-		-		-		4,510		-		967		5,477
Total Exploration costs		5,867		-		64,074		825,700		2,553		4,693		902,887
Total Costs		5,867		50,000		64,074		1,061,950		17,553		775,103		1,974,546
Write-off of exploration and evaluation assets		-		(1,324,154)		-		-		-		-		(1,324,154)
Balance at December 31, 2020	$	6,154,213	$	-	$	85,324	$	1,061,950	$	17,553	$	775,103	$	8,094,142

Landmark 3

335 – 1632 Dickson Road, Kelowna, BC V1Y 7T2 Ph: 250.717.3151 – Fax: 250.717.1845

www.goldenridgereosurces.com

==> picture [193 x 65] intentionally omitted <==

GOLDEN RIDGE RESOURCES LTD.

The following table outlines the details of capitalized exploration expenditures for the year ended June 30, 2020:

The following table outlines the details 2020:	of capitalized exploration expenditures for the year ended June 30,
Balance as at June 30,2019	Hank Ball Creek Williams Total
	$ 5,635,750 $- $- $ 5,635,750
Acquisition costs Cash payments Share payments Staking	- - 10,000 10,000 - 145,000 11,250 156,250 5,265 - 5,265
Total Acquisition Costs	$ 5,265 $ 145,000 $ 21,250 $ 171,515
Exploration Costs Assaying Drilling Field equipment and supplies Fieldwork Geological GIS Mapping and reports Camp/Site Costs IP Survey & Geophysics Transport, helicopter & rental equipment Travel/Site	- 8,440 153,099 - 161,539 169,025 219,813 - 388,838 14,783 31,300 - 46,083 58,565 280,104 - 338,669 41,975 60,675 - 102,650 - 417 - 417 38,341 69,315 - 107,656 - 5,509 - 5,509 181,863 296,673 - 478,536 12,043 12,250 - 24,293
Total Exploration costs	525,036 1,129,154 - 1,654,190
Total Costs	530,301 1,274,154 21,250 1,825,705
Camp Rental Received	(17,705) - - (17,705)
Balance at June 30,2020	$ 6,148,346 $1,274,154 $21,250 7,443,750

Results of Operations

Financial Results for three months ended December 31, 2020 and 2019

The Company has no operating revenues and relies on external financings to generate capital for its continued operations. As a result of its activities, the Company continues to incur losses.

For the three months ended December 31, 2020, the Company reported a $1,499,221 net loss or $0.04 basic and diluted income per share compared to a $114,343 net loss or $0.00 loss per share for the same comparative period ended December 31, 2019. The primary component of the current period loss included the write-off of exploration and evaluation assets of $1,324,154 in connection with the Orogen Termination as described hereinabove. Additionally, the Company incurred general and administration costs of $106,987 (2019 - $134,953), share-based payment expenses of $284,627 in connection with the grant of options offset by interest income of $303 (2019 - $4,111) and other revenue of $235,279 in connection with the partial extinguishment of the flow-through liability expenditure obligations.

For the three months ended December 31, 2020, the Company reported an loss and comprehensive loss of $1,487,084 (2019 - $92,655) which included a fair value gain on marketable securities of $12,137 (2019 $21,688).

Landmark 3

335 – 1632 Dickson Road, Kelowna, BC V1Y 7T2

Ph: 250.717.3151 – Fax: 250.717.1845

www.goldenridgereosurces.com

Golden Ridge Resources Ltd. Management’s Discussion & Analysis December 31, 2020

Financial Results for six months ended December 31, 2020 and 2019

For the six months ended December 31, 2020, the Company reported a $802,114 net loss or $0.02 basic and diluted income per share compared to a $290,811 net loss or $0.00 loss per share for the same comparative period ended December 31, 2019. The primary component of the current period loss included the write-off of exploration and evaluation assets of $1,324,154 in connection with the Orogen Termination as described hereinabove. Additionally, the Company incurred general and administration costs of $195, (2019 - $134,953) share-based payment expenses of $284,627 (2019 - $Nil) in connection with the grant of options offset by interest income of $829 (2019 - $12,989) and other revenue of $235,279 in connection with the partial extinguishment of the flow-through liability expenditure obligations. Additionally, other items included a gain on sale of exploration and evaluation assets of $810,000 (2019 - $Nil) in connection with the Fireweed NC Agreement and receipt of 900,000 common shares of Fireweed.

For the three months ended December 31, 2020, the Company reported an loss and comprehensive loss of $519,302 (2019 - $294,026) which included a fair value gain on marketable securities of $282,812 (2019 - $3,215 loss).

The summary of general and administrative expenditures included:

	Three Months Ended Six Months Ended	Three Months Ended Six Months Ended	Three Months Ended Six Months Ended	Three Months Ended Six Months Ended	Three Months Ended Six Months Ended
	December 31 December 31
	2020	2019	2020	2019	Variance
Accounting and legal Consulting Conferences Office and administration fees Investor relations and marketing Rent Filing fees Shareholder communication Transfer agent fees Travel	$2,124	$ 8,393 61,375 - 11,948 42,457 4,980 1,902 1,850 1,552 496	$2,486	$ 8,393 150,975 - 33,218 84,914 9,744 7,424 9,955 2,904 6,547	(5,907)
	38,887		92,037		(58,938)
	-		1,905		1,905
	18,186		31,042		(2,176)
	45,225		45,225		(39,689)
	4,676		14,370		4,626
	-		4,000		(3,424)
	(3,607)		1,136		(8,819)
	1,496		3,153		249
	-		-		(6,547)
	$106,987	$134,953	$195,354	$ 314,074	(118,720)

The Company recognized a decrease in general and administrative costs of approximately 62%. The primary components included:

Consulting fees: the Company saw a reduction in consulting fees wherein non-executive directors consulting fees were reduce to $Nil and the balance was primarily the CEO and CFO in comparison to the prior quarter ended (See Related Party Transactions).

Investor relations, marketing and website development : during the current period the Company did not incur any costs for media and marketing activities compared to the prior period wherein the Company had engaged two contractors for these services.

Shareholder communication: the Company recorded a decrease in costs as the comparative period included costs for the Company’s annual general meeting. The Company had delayed its current meeting due to Covid 19 restrictions and is currently reviewing its options to hold its current meeting.

Travel: decreased resulting from limited corporate activities and restraints imposed on travel in Q4 in connection with Covid 19 restrictions.

Page 9 of 19

Golden Ridge Resources Ltd. Management’s Discussion & Analysis December 31, 2020

Summary of quarterly results

Summary of quarterly results
	Q2 2021	Q1 2021	Q4 2020	Q3 2020
	Dec 21	Sept 20	June 20	Mar 20
	$	$	$	$
Revenue	—	—	—	—
Net income (loss)	(1,499,221)	697,107	(38,011)	(112,634)
Income (loss) and comprehensive income (loss)	1,487,084	967,782	(87,379)	(154,575)
Comprehensive loss per share	0.04	0.02	(0.00)	(0.00)
	Q2 2020	Q1 2020	Q4 2019	Q3 2019
	Dec 19	Sept 19	June 2019	Mar 19
	$	$	$	$
Revenue	—	—	—	—
Net Loss	(194,364)	(176,468)	(215,776)	(325,789)
Loss and comprehensive loss	(92,655)	(201,371)	(252,620)	(322,122)
Loss and comprehensivelossincome pershare	(0.00)	(0.00)	(0.00)	(0.01)

Significant variances to note in other quarters included:

During the quarter ended December 31, 2021 as described hereinabove the primary component of the net loss included the write-off of exploration and evaluation assets of $1,324,154 in connection with the Ball Creek Property and share-based payment expenses of $284,627 in connection with the grant of 1,350,000 options during the period.

During the quarter June 30, 2020, the Company reported a net loss of $38,011 or $0.00 per share primarily the result of general and administrative costs of $159,689 offset but gain on return of capital of $22,224 (2019 - $Nil) and marketable securities of $96,313 ($Nil)

Loss and comprehensive loss for the quarter ended June 30, 2020 included the recording a loss on the fair value of marketable securities of $49,368.

During the quarter ended December 31, 2019, loss and comprehensive loss decreased due to the gain of $101,709 recorded as a result of the sale marketable securities and the elimination and or reduction of accumulated comprehensive loss as a result.

During the fourth quarter June 30, 2019, the Company reported a net loss of $252,260 or $0.00 per share primarily due to the write-off of $100,904 in acquisition and exploration and evaluation expenses in connection with the termination of the Royalle Option. Loss and comprehensive loss for the quarter ended June 30, 2019 included the recognition of a loss on the fair value of marketable securities of $36,844.

During the three months ended March 31, 2019, the Company reported a $322,122 net loss and comprehensive loss or $0.01 loss per share. In addition to general and administration costs of $130,548, the Company recorded $191,269 in share-based payments in connection with the grant of stock options.

Page 10 of 19

Golden Ridge Resources Ltd. Management’s Discussion & Analysis December 31, 2020

Liquidity and capital resources

	December 31 2020	June 30 2020
Financial position:
Cash and cash equivalents Restricted cash Marketable securities Working capital Equipment Exploration and evaluation assets Total Assets Shareholders'equity	$ 2,342,183 $ 428,373 $ 1,196,444 $ 3,991,966 $ 72,826 $ 8,094,142 $ 12,669,544 $ **12,224,491 **	$ 837,390 $ - $ 103,632 $ 1,045,525 $ 58,654 $ 7,443,750 $ 8,747,629 $ 8,589,486

As at December 31, 2020, the Company’s working capital balance was $3,991,966 (June 30, 2020 - $1,045,525). Included in the working capital balance was a restricted cash requirement in connection with the requirement to complete flow through expenditures of $428,373 (June 30, 2020 - $Nil) on or before December 31, 2021.

The increase in working capital was primarily the result of the three private placement financings completed during current period resulting in cash flows in of $3,147,083 (See Use of Proceeds).

Additionally, the Company received an additional 900,000 common shares of Fireweed increasing marketable securities wherein the Company recorded a gain on sale of exploration and evaluation assets of $810,000.

Cash outflows for operating activities were primarily general and administrative expenditures. Investing activities included exploration and evaluation expenditures and purchase of equipment.

Financings

On July 24, 2020, the completed a non-brokered private placement and issued 14,333,333 units (a “Unit”) of the Company at a price of $0.15 per unit for gross proceeds of $2,150,000 (the “ Offering ”).

On September 30, 2020, the Company completed a non-brokered private placement and issued 1,158,412 units of the Company on a flow-through basis (the “ FT Units ”) at a price of $0.29 per FT Unit for gross proceeds of $335,939.

Each Unit consists of one common share of the Company and one-half of one common share purchase warrant (each whole warrant a “ Warrant ”). Each Warrant entitles the holder to acquire one additional common share in the capital of the Company at a price of $0.25 per share until July 24, 2022.

Additionally, the Company completed a non-brokered private placement and issued 2,672,000 units of the Company on a charity flow-through basis (the “ Charity FT Units ”) at a price of $0.32 per Charity FT Unit for gross proceeds of $855,040.

Each FT Unit and Charity FT consists of one common share in the capital of the Company (a “ Common Share ”) issued on a flow-through basis under the Income Tax Act (Canada) (the “ Tax Act ”) and one-half of one common share purchase warrant (each whole warrant a ” Warrant ”). Each Warrant entitles the holder thereof to purchase one non-flow-through Common Share at an exercise price of $0.40 until September 30, 2022.

Page 11 of 19

Golden Ridge Resources Ltd. Management’s Discussion & Analysis December 31, 2020

Use of Proceeds

Proceeds received from Financing's
July 24, 2020	$2,150,000
September 30, 2020	$1,190,979
Less receivable loans_(See Related Party Transactions)_	(72,000)
Less share issue costs	(121,896)
Net proceeds	3,147,083
Less Restricted Cash allocation to Flow Through Expenditures	(1,190,979)
Less Non-FT Exploration Expenditures	(960,797)
Balance toworking capital	$995,306

As at December 31, 2020 the Company had incurred $762,606 of qualifying Canadian Exploration Expenditures (“CEE”) thereby fulfilling a portion of the obligation and had extinguished $235,279 of the liability. The extinguishment of the liability was recognized as other income of $235,279 in the consolidated statements of loss and comprehensive loss during the period ended December 31, 2020 (2019 - $Nil). As at December 31, 2020 the Company has until December 31, 2021 to incur the remaining expenditures of $428,373 (2020 - $Nil).

The Company has not yet generated revenue to date and will not generate funds from operations for the foreseeable future as such the Company is primarily reliant upon the issuance of equity securities in order to fund operations. As the Company is in the exploration stage, the recoverability of the costs incurred to date on exploration properties is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of its properties and upon future profitable production or proceeds from the disposition of the properties and deferred exploration expenditures. The Company has financed its operations to date primarily through the issuance of common shares and exercise of stock options and share purchase warrants. The Company will continue to have to raise funds for operations and, although it has been successful in doing so in the past, there is no assurance it will be able to do so in the future. The Company’s policy is to invest its cash in highly liquid, short term, interest bearing investments with maturities of 90 days or less from the date of acquisition or for longer periods where such investment may be redeemable after 30 days. The Company is not subject to externally imposed capital requirements.

The Company believes that its cash and cash equivalents on hand will enable the Company to fund future overhead working capital for the next 12 months. The Company will require additional funding to complete any further significant development of its exploration and evaluation assets.

Off balance-sheet arrangements

There are currently no off-balance sheet arrangements and no new information to report since the annual management’s discussion and analysis.

Transactions with related parties

Key Management Compensation

	December 31	December 31
	2020	2019
Key management personnel compensation comprised: Administration and management fees Consulting fees Share-based payments		$14,218 154,575 -
	$18,700
	89,820
	**121,231 **
	**$229,751 **	$168,793

Page 12 of 19

Golden Ridge Resources Ltd. Management’s Discussion & Analysis December 31, 2020

• i) Consulting fees of $49,000 (2019 - $45,000) were paid or accrued to Tank Enterprises, a company controlled the President, CEO and director of the Company;

• ii) Consulting fees of $700 (2019 - $63,000) were paid or accrued to Ridgeline Exploration Inc. (“Ridgeline”) a company held 50% by the VP Exploration and 50% by the President and CEO, for services provided by the VP Exploration of which $Nil (2019 - $36,000) was capitalized to exploration and evaluation assets;

• iii) Consulting fees of $Nil (2019 - $15,000) were paid or accrued to 43983 Yukon Inc. (“43983 Yukon”) a company controlled by a director of the Company.

• iv) Consulting fees of $40,120 (2019 - $31,575) were paid or accrued to Minco, a company controlled the Chief Financial Officer; and

• v) Administration fees of $18,700 (2019 - $14,218) were paid or accrued to Minco, a company controlled the Chief Financial Officer.

• vi) Share-based payments are the fair value of options granted to key management personnel.

Exploration Services & Equipment Rental Payments

The Company uses Ridgeline for field personnel, equipment rental and office work for its exploration activities as follows:

• i) Equipment rental payments of $7,532 (2019 - $42,450) were paid or accrued to Ridgeline which was capitalized to exploration and evaluation assets.

• ii) Management fees of $3,430 (2019 - $35,242) were paid or accrued to Ridgeline in connection with the supply of exploration personnel and services and were capitalized to exploration and evaluations assets.

Related Party Liabilities

	December 31	June 30
Service for:	2020	2019
Consulting & Administration Fees Expenses Exploration expenses Consulting Fees	$5,408	$6,215 2,163 - 84,000
	-
	115,511
	-
	$120,919	$92,378

Related Party Receivables

		December 31	June 30
Amounts due from:	Service for:	2020	2020
Minco Ridgeline Exploration South Atlantic Gold Corp.	Rent & Expenses Rent & Expenses Rent & Expenses	$4,200	$4,200 - 1,050
		6,300
		2,363
		$12,863	$5,250

Amounts due from related parties expenditures are incurred for shared office space and administrative personnel that have common directors or officers and amounts due are without interest or stated terms of repayment.

Page 13 of 19

Golden Ridge Resources Ltd. Management’s Discussion & Analysis December 31, 2020

Notes Receivable

	December 31
	2020
Openingbalance	$-
Principal	$72,000
Repayments	(24,000)
Balance at December 31, 2020	$48,000
Currentportion	$24,000
Non-currentportion	$24,000

Name	Position	Initial Loan	Repayments	Balance at
		Amounts		December 31 2020
Duane Lo	Independent Director	18,000	(6,000)	12,000
Elston Johnston	Independent Director	18,000	(6,000)	12,000
Lawrence Nagy	Chairman & Director	18,000	(6,000)	12,000
William Lindqvist	Independent Director	18,000	(6,000)	12,000
		72,000	(24,000)	48,000

On July 24, 2020, the Company provided loans totaling $72,000 (the “ Loans ”) to the Company’s directors (the “ Borrowers ”) to participate in the Offering wherein each of the Borrowers acquired 120,000 Units each of the Offering as described herein. The loans bear interest at 2% per annum, are subject to periodic repayment and mature on December 31, 2021. The Borrowers have pledged the shares in favor of the Company pursuant to a share pledge agreement. The Company will hold the pledged shares as security until full repayment of the note receivables. Interest receivable on loans of $527 is included in accounts receivable.

As at December 31, 2020 directors’ fees of an aggregate of $24,000 (2019 - $Nil) were paid to nonexecutive directors and applied to the Loans outstanding.

Private Placement – July Offering

In addition to Note e) herein the President and CEO subscribed for an amount of $135,000 and a director subscribed for an additional amount of $22,000 In connection with the July 24, 2020 Offering (Note 11).

.

Critical Accounting Policies and Estimates

The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.

The effect of a change in an accounting estimate is recognized prospectively by including it in comprehensive income in the year of the change, if the change affects that year only, or in the year of the change and future years, if the change affects both.

Information about critical judgments in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the consolidated financial statements within the next financial year are discussed below.

Page 14 of 19

Golden Ridge Resources Ltd. Management’s Discussion & Analysis December 31, 2020

Going Concern

The assessment of the Company’s ability to continue as a going concern and to raise sufficient funds to pay for its ongoing operating expenditures, meet its liabilities for the ensuing year, and to fund planned and contractual exploration programs, involves significant judgement based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances.

Impairment of Exploration and Evaluation Assets

The application of the Company’s accounting policy for exploration and evaluation expenditures requires judgment in determining whether it is likely that future economic benefits will flow to the Company. If, after exploration and evaluation expenditures are capitalized, information becomes available suggesting that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount the Company carries out an impairment test at the cash-generating unit or group of cash-generating unit’s

level in the year the new information becomes available. Such impairment tests and recoverable value models have a degree of estimation and judgment which may differ in the future.

Valuation of Share-based Payments

The Company uses the Black-Scholes option pricing model for valuation of share-based payments. 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.

Mining Exploration Tax Credits

The Company is entitled to refundable tax credits on qualified resource expenditures incurred in Canada. Management’s judgment is applied in determining whether the resource expenditures are eligible for claiming such credits.

Recovery of Deferred Tax Assets

The Company estimates the expected manner and timing of the realization or settlement of the carrying value of its assets and liabilities and applies the tax rates that are enacted or substantively enacted on the estimated dates of realization or settlement. The Company has not recognized a deferred tax asset as management believes it is not probable that taxable profit will be available against which deductible temporary differences can be utilized

Adoption of accounting standards Future Accounting Pronouncements

Future accounting standards

IFRS 17 Insurance Contracts

IFRS 17 is a new standard that requires insurance liabilities to be measured at a current fulfillment value and provides a more uniform measurement and presentation approach for all insurance contracts. These requirements are designed to achieve the goal of a consistent, principle-based accounting for insurance contracts. IFRS 17 supersedes IFRS 4, Insurance Contracts, and related interpretations. This standard will be effective for the Company’s annual period beginning July 1, 2021. The Company has assessed that the impact of IFRS 17 on its consolidated financial statements would not be significant.

Page 15 of 19

Golden Ridge Resources Ltd. Management’s Discussion & Analysis December 31, 2020

Financial instruments and other instruments

The Company is exposed through its operations to the following financial risks:

• Market Risk

• Credit Risk - Liquidity Risk

General Objectives, Policies and Processes

In common with all other businesses, the Company is exposed to risks that arise from its use of financial instruments. This note describes the Company’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these consolidated financial statements.

There have been no substantive changes in the Company’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous years unless otherwise stated in the note.

The Board of Directors has overall responsibility for the determination of the Company’s risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Company’s management. The effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets are reviewed periodically by the Board of Directors if and when there are any changes or updates required.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility. Further details regarding these policies are set out below.

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices are comprised of interest rate and commodity price risk.

Interest Rate Risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company has cash balances and non-interest-bearing debt. The Company’s current policy is to invest excess cash in guaranteed investment certificates or interest-bearing accounts of major Canadian chartered banks. The Company regularly monitors compliance to its cash management policy.

Cash and guaranteed investment certificates are subject to floating interest rates.

As at December 31, 2020, the Company does not have any borrowings. Interest rate risk is limited to potential decreases on the interest rate offered on cash and cash equivalents held with chartered Canadian financial institutions. The Company considers this risk to be immaterial.

Commodity Price Risk

The Company’s ability to raise capital to fund exploration or development activities may be subject to risks associated with fluctuations in the market prices of the relevant commodities. The Company closely monitors commodity prices to determine the appropriate course of action to be taken by the Company. The Company also holds marketable securities that are subject to changes in market price.

Page 16 of 19

Golden Ridge Resources Ltd. Management’s Discussion & Analysis December 31, 2020

Foreign Exchange Risk

Foreign currency risk is the risk that a variation in exchange rates between the Canadian dollar and United States dollar and other foreign currencies will affect the Company’s operations and financial results. The Company does not hold significant monetary assets or liabilities in foreign currencies and therefore is not exposed to significant risks arising from the fluctuation of foreign exchange rates.

Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments which are potentially subject to credit risk for the Company consist primarily of cash and receivables. Cash is maintained with financial institutions of reputable credit and may be redeemed upon demand and receivables are entered into with credit-worthy counterparties.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to endeavour that it will have sufficient cash to allow it to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. However, circumstances may arise where the Company is unable to meet those goals. The key to success in managing liquidity is the degree of certainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.

Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 90 days. To achieve this objective, the Company would prepare annual capital expenditure budgets, which are regularly monitored and updated as considered necessary. Further, when required the Company utilizes authorizations for expenditures on exploration projects to further manage expenditure. The Company monitors its risk of shortage of funds by monitoring the maturity dates of existing trade and other accounts payable and option payment commitments. The Company endeavours not to maintain any trade payables beyond a 30-day period to maturity.

Capital Management

The Company monitors its common shares, warrants and stock options as capital. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares. Although the Company has been successful at raising funds in the past through the issuance of share capital, it is uncertain whether it will continue this method of financing due to the current difficult market conditions.

In order to facilitate the management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. Management reviews the capital structure on a regular basis to ensure that the above objectives are met. The Company’s capital is not subject to any externally imposed capital requirements. There have been no changes to the Company’s approach to capital management during the period ended December 31, 2020.

Outstanding Share Data

Golden Ridge’s authorized capital is unlimited common shares without par value. Pursuant to the completion of the Consolidation as described hereinabove, as at the date of this report 42,021,361 common shares post Consolidation were issued and outstanding.

Page 17 of 19

Golden Ridge Resources Ltd. Management’s Discussion & Analysis December 31, 2020

On February 23, 2020 in connection with the Williams Option the Company issued an aggregate 50,000 common shares.

The Company as at the date of this report had the following outstanding options, warrants and convertible securities as follows:

Share Purchase warrants:

Number	Price Per Share	Expiry Date
3,599,092	$1.25	May 7, 2022
7,166,667	$0.25	July 24, 2022
1,915,206	$0.40	Sept 30, 2022
12,680,965

Agents Warrants

	Number	Price Per Share	Expiry Date
	146,967	$1.25	May 7, 2022
	301,186	$0.25	July 24, 2022
	142,188	$0.40	Sept 30, 2022
	590,340
Stock Options
	Number Vested and Exercisable	Price Per Share	Expiry Date
	2,000	$3.00	June 4, 2024
	360,000	$0.63	April 5, 2023
	130,000	$0.85	July 17, 2023
	400,000	$0.60	January 17, 2024
	1,350,000	$0.25	October 5, 2025
	2,232,000

Shares in Escrow

As at the date of this report hereof there are Nil common shares held in escrow in connection with the Transaction as described herein.

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. The industry is capital intensive and is subject to fluctuations in market sentiment, metal prices, foreign exchange and interest rates. There is no certainty that properties which the Company has described as assets on its balance sheet will be realized at the amounts recorded. The only sources of future funds for further exploration programs or, if such exploration programs are successful for the development of economic ore bodies and commencement of commercial production thereon, which are presently available to the Company are the sale of equity capital or the offering by the Company of an interest in its properties to be earned by another party carrying out further exploration or development. Although the Company has been successful in accessing the equity market during the past years, there is no assurance that such sources of financing will be available on acceptable terms, if at all.

Page 18 of 19

Golden Ridge Resources Ltd. Management’s Discussion & Analysis December 31, 2020

The Company does not have any employees. All work is carried out through independent consultants and the Company requires that all professional consultants carry their own insurance to cover any potential liabilities as a result of their work on a project. In certain cases where consultants are unable to carry their own insurance the Company includes such individuals under its coverage.

Going Concern

The Company had working capital of $3,991,966 as at December 31, 2020 and believes that its cash and cash equivalents on hand will enable the Company to fund future overhead working capital for the next 12 months however it will require additional funding to complete any significant development of its exploration and evaluation assets. See Liquidity and Capital Resources.

COVID-19 Pandemic Risk - Exploration

As a result of the COVID pandemic, British Columbia and Newfoundland have implemented a number of quarantine measures. With these measures in place, the Company in certain cases has modified its exploration plans by setting up with a camp onsite or within close proximity of a project and avoiding public places such as restaurants and hotels while out in the exploration field when required.

Further governmental actions to contain the outbreak may impact our ability to complete our planned exploration programs. The global pandemic could cause temporary closure of businesses in regions that are significantly impacted by the health crises, or cause governments to take or continue to take preventative measures such as the closure of points of entry, including inter provincial travel which could impact our ability to staff operations.

As the Company is in the exploration stage, the recoverability of the costs incurred to date on exploration properties is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of its properties and upon future profitable production or proceeds from the disposition of the properties. The Company has financed its operations to date primarily through the issuance of common shares and exercise of stock options and share purchase warrants.

Other Requirements

Additional disclosure of the Company’s material change reports, news release and other information can be obtained under the Company’s profile on SEDAR at www.sedar.com.

Page 19 of 19