Ibero Mining Corp. — Interim / Quarterly Report 2022

Nov 25, 2022

Goldplay Mining Inc. Management Discussion and Analysis For the nine months ended September 30, 2022 and 2021 (Expressed in Canadian dollars)

GOLDPLAY MINING INC. Management Discussion and Analysis September 30, 2022

MANAGEMENT DISCUSSION AND ANALYSIS

Nine months ended September 30, 2022

INTRODUCTION

The Management Discussion & Analysis has been prepared by management and reviewed and approved by the Board of Directors on November 25, 2022. The following discussion of performance, financial condition and future prospects should be read in conjunction with the unaudited condensed consolidated interim financial statements and the related notes thereto for the nine months ended September 30, 2022 and 2021, and in conjunction with the audited annual consolidated financial statements and the related notes thereto for the years ended December 31, 2021 and 2020. The information provided herein supplements but does not form part of the condensed interim financial statements. This discussion covers the nine-month period ended September 30, 2022 and the subsequent period up to November 25, 2022, the date of issue of this MD&A. Monetary amounts in the following discussion are in Canadian dollars unless otherwise noted.

Additional information regarding the Company can be found on the Company’s page at www.sedar.com.

This MD&A contains Forward Looking Information. Please read the Cautionary Statements on page 3 carefully.

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GOLDPLAY MINING INC. Management Discussion and Analysis September 30, 2022

FORWARD LOOKING STATEMENTS

This MD&A contains certain forward-looking statements or forward-looking information within the meaning of applicable Canadian securities laws. All statements and information, other than statements of historical fact, included in or incorporated by reference into this MD&A are forward-looking statements and forward-looking information, including, without limitation, statements regarding activities, events or developments that we expect or anticipate may occur in the future. Such forward-looking statements and information can be identified by the use of forward-looking words such as "will", "expect", "intend", "plan", "estimate", "anticipate", "believe" or "continue" or similar words and expressions or the negative thereof. There can be no assurance that the plans, intentions or expectations upon which such forward-looking statements and information are based will occur or, even if they do occur, will result in the performance, events or results expected.

The forward-looking statements and forward-looking information reflect the current beliefs of the Company, and are based on currently available information. Accordingly, these statements are subject to known and unknown risks, uncertainties and other factors which could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed in or implied by the forwardlooking statements. This forward-looking information includes estimates, forecasts, plans, priorities, strategies and statements as to the Company’s current expectations and assumptions concerning, among other things, its exploration and development plans, its ability to access sufficient funds to carry on operations, compliance with current or future regulatory regimes, particularly in the case of ambiguities, financial and operational performance and prospects, collection of receivables, anticipated conclusions of negotiations to acquire projects or investments, our ability to attract and retain skilled staff, expectations of market prices and costs, expansion plans and objectives, requirements for additional capital, the availability of financing, and the future development and costs and outcomes of the Company’s projects or investments. The foregoing list of assumptions is not exhaustive. Events or circumstances could cause actual results to vary materially.

We caution readers of this MD&A not to place undue reliance on forward-looking statements and information contained herein, which are not a guarantee of performance, events or results and are subject to a number of risks, uncertainties and other factors that could cause actual performance, events or results to differ materially from those expressed or implied by such forward-looking statements and information. These factors include: results of exploration programs, management's discretion to reallocate its working capital, unanticipated future operational difficulties (including cost escalation, unavailability of materials and equipment, industrial disturbances or other job action and unanticipated events related to health, safety and environmental matters); social unrest; failure of counterparties to perform their contractual obligations; changes in priorities, plans, strategies and prospects; general economic, industry, business and market conditions; disruptions or changes in the credit or securities markets; changes in law, regulation, or application and interpretation of the same; the ability to implement business plans and strategies, and to pursue business opportunities; rulings by courts or arbitrators, proceedings and investigations; inflationary pressures; and various other events, conditions or circumstances that could disrupt the Company’s priorities, plans, strategies and prospects including those detailed from time to time in the Company’s reports and public filings with the Canadian securities administrators, filed on SEDAR .

This information speaks only as of the date of this MD&A. The Company undertakes no obligation to revise or update forward-looking information after the date of this document, nor to make revisions to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws or the policies of the TSX-Venture Exchange.

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GOLDPLAY MINING INC. Management Discussion and Analysis September 30, 2022

THE COMPANY

Goldplay Mining Inc. (“Goldplay” or the "Company”) was incorporated under the Business Corporations Act (British Columbia) on June 16, 2017. Goldplay is a public company, listed on the TSX Venture Exchange (the “TSXV”) under the symbol “AUC”, the Frankfurt Stock Exchange (“FSE”) under the symbol “9FY” and the OTC Market Exchange under the symbol "AUCCF".

Goldplay holds several brownfield gold, and copper-gold projects located in Portugal with near term mining potential.

RECENT EVENTS

Agreement to acquire working interest in Scottie Gold

On August 19, 2022 the Company signed an Option Agreement with Scottie Resources Corp. (“Scottie”), a company engaged in the exploration and evaluation of gold and silver properties located in the “Golden Triangle” of British Columbia, to purchase an working interest in Scottie’s exploration properties (“Scottie Gold"). Pursuant to the terms of the agreement, on October 30, 2022, Goldplay acquired 3.75% interest in the Scottie’s properties by incurring $1,580,000 in flow through eligible exploration expenses. By incurring $1,580,000 in exploration expenses on Scottie Gold, the Company satisfied the requirement to meet its flow-through exploration spending of $1,973,980 resulted from the 2021 flow-through shares issued in 2021.

Strategic decision to pursue Portuguese exploration projects and terminate the Canadian options

In November 2022, the Company undertook a strategic review of its exploration projects and results of exploration programs and decided to focus its exploration efforts on the Portuguese projects, which are seen as having a greater potential and being a better fit for the Company. The Company does look at the European and Eurasian geological setting as highly prospective geologically, and at a time when the European Union (“EU”) realizes their members must look within the EU borders as a source for basic and rare industrial metals. The region boasts high standard, all weather, civil and power infrastructure, a highly educated workforce, and motivated geological professionals with excellent country knowledge. As a result of this decision, the Company terminated the Scottie West option agreement, and stopped exploration activities for Big Frank and Goldstorm South so that it can allocate resources fully to its Portuguese projects. In order to make cash available for its Portuguese projects, on November 9, 2022, the Company exercised the Put Right it had on Scottie Gold and resold the working interest to Scottie for a cash payment of $900,000 received on November 10, 2022.

Letter of Agreement with Portuguese State Owned Mining Company

The Company signed a Letter of Agreement (the “LOA”) with Empresa de Desenvolvimento Mineiro SA (“EDM”), a State owned mining company, in regards to an application submitted for a new exploration concession totaling 137 square kilometers (“Monte das Mesas “ or “the Property”) located in the world-class VMS district in the Iberian Pyrite Belt (“IBT”). The Property holds great potential to host significant base and precious metals mineralization.

The LOA has was signed by Goldplay and EDM on April 7, 2022 and the project’s exploration application was filed with the Portuguese Mines Department on May 6, 2022. A consortium agreement will be signed upon granting of the mineral rights. EDM will participate with 15% and Goldplay with 85% in the consortium. EDM will have a free carried interest in the consortium until Goldplay has completed a total of 650,000 Euro in exploration costs. This amount represents the total of EDM’s previous exploration expenditures on the property. Future exploration costs in excess of 650,000 Euro will be funded by each party on proportional basis.

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GOLDPLAY MINING INC. Management Discussion and Analysis September 30, 2022

Management changes

In order to further advance Company’s existing portfolio of projects in Portugal and beyond, Mr. Christopher Osterman has been appointed as the Company’s Chief Executive Officer effective August 4, 2022. Mr. Catalin Kilofliski (former CEO), has been appointed as Goldplay’s Executive Chairman and will continue to lead Company’s strategy. Goldplay’s current Chair of the Board, Dr. Deepak Malhotra has been appointed as Lead Independent Director.

MINERAL PROPERTIES

The following tables provide a breakdown of the exploration expenses of Goldplay for the nine months ended September 30, 2022 and 2021 :

										Goldstorm
Nine months ended		Borba 2		Barrancos	Scottie West		Big Frank			South
September 30, 2022		(Portugal)		(Portugal)		(Canada)		(Canada)		(Canada)		Total
Concession	$	13,817	$	-	$	-	$	-	$	-	$	13,817
Drilling		-		60,940		-		-		-	$	60,940
Geology		58,566		127,816		14,667		45,812		23,963	$	270,824
Other		1,019		10,894		5,222		5,222		5,222	$	27,579
Overhead, management and
administrative		8,503		23,582		1,989		5,103		2,918	$	42,095
Travel and accommodation		26,467		26,335		-		-		-	$	52,802
Recovery of recharged
expenses		-		(249,567)		-		-		-	$	(249,567)
Total for the nine months
ended September 30, 2022	$	108,372	$	-	$	21,878	$	56,137	$	32,103	$	218,490

										Goldstorm
Nine months ended		Borba 2		Barrancos	Scottie West		Big Frank			South
September 30, 2021		(Portugal)		(Portugal)		(Canada)		(Canada)		(Canada)		Total
Assays	$	-	$	-	$	4,982	$	-	$	-	$	4,982
Equipment rental				-		10,936		-		-	$	10,936
Geology		17,795		28,770		132,318		45,351		15,498	$	239,731
Overhead, management and
administrative		2,639		3,736		20,095		5,531		2,048	$	34,049
Travel and accommodation		8,590		8,590		22,778		5,448		2,723	$	48,129
Total for the nine months
ended September 30, 2021	$	29,024	$	41,096	$	191,107	$	56,329	$	20,269	$	337,826

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GOLDPLAY MINING INC. Management Discussion and Analysis September 30, 2022

A. Borba 2

On April 15, 2021, the Company finalized the acquisition of 70% of EVX Portugal, a private based Portuguese company who has the legal rights to an exploration license application with the Portugal Government to the Borba 2 exploration property (the “Exploration Application”), covering approximately 328.5 square kilometres in the Alentejo region in Southern Portugal. On October 28, 2021, the Exploration Application was approved by the Portuguese government. Goldplay, through its subsidiary, EVX Portugal, entered into an exploration/concession agreement with the Portuguese government in relation to the Borba 2 property.

On the acquisition date, EVX Portugal had net assets of approximately $NIL, as such, for the purpose of purchase price allocation, the entire amount ($17,994) paid by Goldplay to acquire the 70% interest in EVX Portugal was recorded as the acquisition cost on Goldplay’s Consolidated Statement of Financial Position, part of the Exploration and evaluation assets. As per the purchase agreement, when the exploration license to Borba 2 was granted by the Portuguese government, Goldplay paid an additional cash of $45,686 and issued common shares valued at $20,000 to the sellers. Both amounts recorded as the acquisition cost on Goldplay’s Consolidated Statement of Financial Position, part of the Exploration and evaluation assets. For accounting purposes, the acquisition has been recorded as an asset acquisition as EVX Portugal did not meet the definition of a business, as defined in IFRS 3 Business Combinations .

The Exploration Application has a well-documented potential to host precious and base metals mineralization often enhanced by the presence of abundant Au and /or Cu mineral occurrences in shear zones and in epithermal systems associated with intra-Ordovician volcanics. The Exploration Application includes a total of four separate projects including three past producing mines that covers an area of 328.5 square kilometers as follows:

1. Miguel Vacas- Past Producing Copper Mine

The copper mine last operated in 1986 and has produced at an average grade of 1.2-1.4% Cu. Historical near surface drilling (60 to 71.63m) intercepted 1.79 % Cu over 10.54m including 2.29% Cu over 7.30 m.

A historical non-compliant in-house resource estimation was completed by Rio Narcea in 2007 based on 20 historical holes and estimated:

• Oxide ore (from 0 to 80m depth): 1.2 Mt @ 1.23% Cu.

• Sulphide ore (from 80m to 250m): 4.4 Mt @ 1.24% Cu

The project remains open for exploration.

The readers should not rely on any historical estimates. The Company and the QP has not done sufficient work to classify historical estimate as a current resource. Company is not treating the historical estimate as a current resource. Additional work including drilling will be required to verify and upgrade historical estimates.

2. Mostardeira Copper-Gold Mine

This Cu-Au mine area, located approximately 2 km south of the town of Estremoz represents a wide WSW-ESE shear zone that is developed for at least 700 m along strike and is open into both directions. This shear zone has been historically mined for Cu with most of the mining works concentrated along a thin high-grade Cu zone (<2m) averaging over 5% Cu.

Mineralization is hosted by Silurian and Devonian metasediments. Channel sampling by Rio Narcea (2006) has intercepted the following mineralized intervals: 2.60m grading 4.15 g/t Au, 0.40% Cu including 0.60m grading 11.20 g/t Au and 0.65 % Cu and another 3.60m interval grading 2.40 g/t Au, 0.82 % Cu and 80 g/t Ag. The average grade for the total of 34 samples analysed was 1.54 g/t Au, 22 g/t Ag and 0.25% Cu with a maximum of 11.20 g/t Au and a minimum of 0.10 g/t Au.

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GOLDPLAY MINING INC. Management Discussion and Analysis September 30, 2022

The project is open for exploration.

3. Bugalho Copper-Gold Mine

Dump samples of silicified and sheared acid tuffs from the Bugalho mine area assay up to 10.97 g/t Au, 5.36% Cu and 20 g/t Ag.

Mineralization can be mapped about 5 km along strike and includes three main veins up to 1.3m thick within a several meter wide shear zone.

The project is open for exploration.

4. Almagreira Gold Prospect

This area Drilling has been identified by Rio Tinto during the early eighties and limited trenching and drilling have indicated the presence of gold mineralization associated with clay-sericite-silica alteration zones associated with a ENEWSW fracture zone and represents an epithermal system identified in this sector hosted by brecciated acid volcanics and dolomites.

Historical drilling intercepted an interval of 5.45 m grading 1.53 g/t Au, including 2.47m grading 2.44 g/t Au from hole PAM-01. The highest individual value obtained came from a gossanous quartz-dolomite altered marble grading 5.77 g/t Au over an intercept of 0.75m. Hole Pam-02 intercepted an interval of 2m grading 3.7 g/t Au. The mineralized zone coincides with sections of intense silica-carbonate alteration with several massive gossan zones and localized fresh sulphide dissemination (chalcopyrite and pyrite).

The project is open for exploration.

The Company is in the process of preparing 43-101 technical reports on the Borba 2 projects.

B. Barrancos

On June 23, 2021, the Company signed a definitive agreement (the “Agreement”) to acquire up to 100% equity interest in a private Portuguese company, Indice Crucial, which holds exploration rights on several past producing copper and gold projects as well as other advanced gold exploration applications in Portugal. Upon signing of the Agreement, Goldplay has 20% ownership in Indice Crucial. Under the terms of the Agreement, Goldplay will acquire up to a 100% equity interest in Indice Crucial by making the following cash and share payments to BMP Holding SGPS LDA, the parent of Indice Crucial.

Timing	Cash in Euro	Goldplay Shares	Goldplay ownership
Upon Signing	100,000 (paid June 23, 2021)	100,000 (issued July 19, 2021)	20%
Within 2 Years	150,000	500,000	50%
Within 4 Years	100,000	750,000	85%

Goldplay, can acquire the remaining 15% equity interest, for a total of 100%, at any time, for 2 million Euro. The 20% initial investment in Indice Crucial was recorded at cost $(165,987) as a significant influence investment on the Condensed Interim Consolidated Statement of Financial Position of the Company

The Barrancos project is located in south Central Portugal, near the Spanish border and cover an area of 74 square kilometers. Exploration rights were secured by Indice Crucail from the Portuguese Government Mining division in 2020. The exploration license allows the exploration work on Barrancos to be undertaken (including drilling) for a period of up to 5 years.

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GOLDPLAY MINING INC. Management Discussion and Analysis September 30, 2022

Barrancos includes several past producing gold and copper mines, including two more advanced drill ready copper and gold projects as follows:

1. Aparis Copper Mine

In November 2021, Goldplay commenced drilling on the Aparis Copper Mine (“Aparis”). Aparis is a past producing underground copper mine that produced until 1975 when copper averaged just $0.55 per pound. The buildings and a small flotation mill remain on site. The mine contains an extensive vein system. The system extends for over 3 km along strike and remains open for exploration. Historical underground results include:

• 47 metres averaging 3.09% Cu

• 40 metres averaging 3.04% Cu

• 62 metres averaging 2.21% Cu

The historic mine has been developed to a depth of just 220m and produced copper concentrate averaging up to 35% Cu. Along with Aparis, the area includes multiple other small scale copper and gold showing that deserve further investigation and modern exploration.

The Company commenced the exploration in the Q42021 (please the “Exploration results” section below).

2. The Lírio Gold Project

The Lirio Gold Project (“Lirio”) is a very prospective and under explored gold system which has indications of being an extensive volcanic breccia gold system based on historical drilling, detailed surface sampling and the general geology of the area. Historical sampling at Lirio have returned results of:

• up to 125g/t Au from chip samples and up to 7.7g/t Au from channel samples

• drill hole KBL-01 intersected 7.19 g/t Au and 0.63% Cu over 5.52 metres, including 17.8 g/t Au and 0.25% Cu over 2.03 metres

A very limited drilling campaign was carried out in 2008 by the Rio Narcea/Kernow joint venture, that intersected the mineralized zone below the main zone of the shallow underground workings.

3. Bigorne Gold Exploration Application

The Bigorne Gold Exploration Application (“Bigorne”) is an exploration/concession application made by Indice Crucial directly with the Portuguese Government Mining Division. Bigorne is situated in northern-central part of Portugal and covers an area of 24 km[2] . The main prospect includes a wide sheeted vein system, oriented N-S to NNE-SSW, hosted in Variscan granites from a suite of syn-to pos-tectonic intrusions.

A total of 15 historical holes have been drilled in several sections of the shear corridor with an indication of a bulk mineable potential as suggested by some of the best intercepts including:

• 40.2m grading 1.10 g/t Au from 35m, Including 10m grading 2 g/t Au in hole BI-1;

• 13m grading 1.66 g/t Au from 53m, including 6m grading 2.32 g/t Au in hole BI-3;

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GOLDPLAY MINING INC. Management Discussion and Analysis September 30, 2022

• 27m grading 1.0 g/t Au from 36m, including 5m grading 1.53 g/t Au in hole BI-4 and

• 13m grading 1.61 g/t including 4m grading 2.48 g/t Au from 39m in hole BI-5.

4. Vilariça Gold Exploration Application

The Vilarica Gold Exploration Application (“Vilarica”) is an exploration/concession application made by Indice Crucial directly with the Portuguese Government Mining Division. The project covers a total of 178 km[2] is situated approximately 200 km east of Porto and 450 Km northeast of Lisbon. The area is covered by an alloctonous sequence of metasediments and metavolcanics that have been extensively intruded by Variscan granites. These are in contact with a mafic/ultramafic complex in the NE.

Numerous vein and disseminated type showings and small diggings for Gold, Silver, Lead and Zinc occur thoroughly associated with intrusion/volcanic activity together with Tin and Tungsten respectively in greisen and skarn deposits. All these are spatially related with deep-seated post-Variscan structures with the Vilariça fault interpreted to represent the main structural feature. This area is adjacent to a gold mining district including Latadas and Freixeda mine areas located only a few kilometers to the west of the permitted mine owned by the Minaport group.

Exploration results - Aparis Phase 1

In November 2021 Goldplay commenced exploration on the Barrancos properties. Goldplay’s board of directors has approved an initial budget of Euro 447,000 for the first exploration phase. This initial drilling campaign for approximatively 1,000m and additional exploration work is focused on expanding and better defining the mineralization for a wider copper zone (> 1% Cu) within the Aparis shear zone that currently averages more than 10m in true thickness. The Aparis deposit is a broad metalliferous (Cu-Ag) shear zone hosted in a Devonian turbidite sequence (Terena Formation). The mineralized system is interpreted to be genetically associated with a late Devonian hypabyssal bimodal magmatic suite and breccia systems that also contain high-grade gold values in other target areas that are presently being assessed.

HIGHLIGHTS

• Drill intercept: 1.18 % Copper (“Cu”) over 12.2 meters (“m”) from 207.0m, including 2.33% Cu over 5.50m and including 5.50% Cu over 2m.

• Discovery of a broad mineralized copper zone, immediately adjacent at depth to the old mining works

• • Excellent exploration upside. Extensive copper mineralized vein system mapped over 2.5 km along strike, with potential to extend up to 5 km.

• Discovery of a gold-bearing structure, 140 m west of the copper zone, averaging 5.87 grams per tonne (“g/t”) gold over 2 m

• Historic Mine located less than 160Km (over paved roads) to a large copper smelter located in Huelva

DETAILS OF RESULTS

The copper mineralized system occurs at the Aparis mine that is much wider than the previous mining activities indicate. Furthermore, the discovery of a gold-bearing structure within 140 m of the copper zone further enhances the potential of the project. Assay results have been received from all three diamond holes from the Phase 1 drilling campaign for a total of 824 m.

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GOLDPLAY MINING INC. Management Discussion and Analysis September 30, 2022

The results confirm the presence of a wide (>10m) copper mineralized envelope as indicated by the most recent results which include a 12.2m interval grading 1.18% Copper in hole GBA2103 with several sections of high-grade including 5.5m averaging 2.33% and including 2.0 m of 5.5% Cu (as indicated in the table below). In addition, a new auriferous zone has been identified 140 m west of the main vein system which returned 5.87 g/t Au over 2m in hole GBA2101

Table 1 – Significant Drill Results, Aparis Copper Mine

Drill Hole	From (m)	To (m)	Drilled *Width(m) **	Cu (%)	Au (g/t)	Structure
GBA2101**	46.05	48.05	2.00	---	5.87	140 west of Main vein
and	295.00	300.50	5.50	0.21	---	Main vein
and	318.50	321.50	3.00	0.31	---	Parallel vein
GBA2102	No significant results -		old mine stope intersected@104.4-106.8 m
GBA2103	212.40	219.20	12.20***	1.18	---	Main vein
including	213.70	219.20	5.50	2.33	---	Main Vein
including	213.70	215.70	2.00	5.50	---	Main Vein

• True widths have not been determined as the mineralized body remains open. Further drilling is required to determine the mineralized body orientation and true widths.

Analytical results from Hole GBA2101 were previously reported. Refer to press release dated February 28, 2022 *Adjacent to 2.4 m of historically mined stope (210 – 212.4 m)

The Aparis Mine was operated as a small scale mine from 1889 to 1927 and more recently between 1969 and 1975 when the mine closed due to low copper prices.

Aparis consists of a main vein zone (Saramago vein) that has been traced through surface exposures and mostly shallow underground workings for more than 2.5 km along a north-northeast strike and dipping steeply to the west. Historical mining focused on a narrow (<1m wide), very high-grade portion of the vein zone, where grades were reported to reach in excess of 10% Cu. The deepest parts of the mine are 220 m below surface, below which very little historical exploration took place. Further north, historical workings at the Malhada dos Caeiros and Vale de Marcos mines (Figure 1) did not extend much below 50 m depth. In addition, the full width potential of the main vein zone has never been thoroughly tested by drilling and is believed to be upwards of 10m wide.

Goldplay drill tested the vein system from November 2021 to February 2022 with a total of 3 holes to investigate in detail the grades, nature, and potential for broader zones and depth extension of the mineralized system. This will help us evaluate possible scenarios of developing a modern mining operation by contrast with the artisanal methods used in the past, with historical production coming exclusively from <1m thick high-grade veins.

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GOLDPLAY MINING INC. Management Discussion and Analysis September 30, 2022

Figure 1 – Location of Drill Holes and Historic Workings at the Aparis Copper Mine

==> picture [496 x 352] intentionally omitted <==

Drill Hole GBA2101 targeted the main vein zone at approximately 260 m depth and 90 meters below the historical workings. The hole intersected two parallel vein structures, grading 0.21% Cu over 5.5 m from 295m drilled depth and 0.31% Cu over 3m from 318.5m drilled depth. These results are encouraging in that they show the copper mineralized structures are wide and continuous at depth and that additional drilling is needed to vector in on potential highergrade shoots within the structures. As previously reported, this same hole also intersected a previously unknown goldbearing zone, approximately 140 m west of the main copper vein zone grading 5.87 g/t Au over 2m , from 46.05m drilled depth

Drill Hole GBA2102 was collared approximately 180 m south of GBA2101 and drilled through a series of historic mining works (that have not been previously identified). The hole was therefore stopped at a vertical depth of approximately 80 m. It is believed that significant copper grades may have been historically mined from these old stopes. Based on old mining records this target area was reported to run 4.75% Cu over 0.82m.

Drill Hole GBA2103 was collared approximately 230 m north of GBA2101 and was the furthest north hole drilled by the Company. The hole intersected a 12.2m interval averaging 1.18% Cu, including several higher-grade sections, as

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GOLDPLAY MINING INC.

Management Discussion and Analysis September 30, 2022

shown in Table 1. The interval includes a 2.4 m drilled length through an historical mine stope where no core was recovered, and a 0.00% Cu grade assigned to the interval. Immediately east of the stope the drill hole returned the highest copper grades, including 9.69% Cu over 1m, 5.50% Cu over 2m and 2.33% Cu over 5.50 m. This intercept is suggesting that significant copper mineralization still remains unmined. The old workings were focused on thin highgrade sections (>3% Cu typically) leaving behind a large of the mineralized material. As shown in Figure 2 the drill hole crossed the mineralized structure neartthe deepest part of the historical mine at a vertical depth of approximately 200 m, indicating good potential for the mineralization to continue at depth and towards the north.

Figure 2 – Cross Section (looking North) Showing Drill Hole GBA2103 and Historical Mine Workings

==> picture [430 x 314] intentionally omitted <==

Exploration focus will be put on drilling continuation on the depth and strike extensions of the known mineralization and evaluation of wider zones than those historically mined, better tailored to the present technologies and higher metal prices.

==> picture [481 x 86] intentionally omitted <==

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GOLDPLAY MINING INC. Management Discussion and Analysis September 30, 2022

Table 2: Drill Hole Summary

Drill Hole	Easting (UTM)	Northing (UTM)	Elevation (m)	Azimuth (degrees)	Dip (degrees)	Length (m)
GBA2101	668200	4221334	233	115	-60	359.30
GBA2102	668246	4221150	225	110	-45	150.00
GBA2103	668357	4221566	235	110	-70	315.00
TOTAL						834.3

All samples were sent to ALS Global Laboratories in Spain for sample preparation and analysis. At the laboratory, rock sample preparation involved drying, fine crushing to better than 70% passing minus 2 mm (CRY-31), then split the sample using a Boyd Rotary Splitter (SPL-22Y) and pulverizing a 1000g split to 85% passing the <75 microns (PUL-32). The fine fraction was analyzed for gold by Fire Assay on a 30g aliquot with an ICP-AES finish (Au-ICP21), and for 48 additional elements by four acid digestion and inductively coupled plasma (“ICP”) - ultra trace level analysis (MEMS51). Quality control samples were regularly analyzed by the laboratory and include blanks (CDN-BL-10) and, certified reference materials (CDM-CM-41) provided by CDN Resources Laboratories Ltd, #2, 20148 – 102nd Ave, Langley, B.C., Canada.

The Company is in the process of preparing 43-101 technical reports on the Borba 2 projects.

Future Exploration Plans

The Company’s review of historical exploration and mining records indicate that historical miners have focused on narrow (<1m), high grade copper structures, often in excess of 10% Cu, while leaving behind the surrounding, lower grade material (1% to 3% Cu), which at the time may not have been considered economic. Goldplay drill hole GBA2103 proved the presence of a wider mineralized system.

The potential quantity and grade of the Company’s exploration target is conceptual in nature. There has been insufficient exploration to define a mineral resource and it is uncertain if further exploration will result in the target being delineated as a mineral resource.

With Phase 1 complete, the Company is planning to complete two additional follow-up drill programs with the following goals and objectives:

Phase 2 (2,500m in drilling, 10 holes):

• Drill confirmation of reported high grade zones from old reports and expand the “mining widths” to a more substantial target size.

• Check depth extensions to the mineralized system below reported known ore shoots

Phase 3 (6,500m in drilling, 20 holes):

• Infill drilling on a ca. 200 x 200m grid to come out with a preliminary resource estimation (Inferred category);

• Mineralogical and metallurgic tests of composite core samples on an independent laboratory.

• Based on results undertaking of a PFS considering at this stage several possible mining scenarios.

• Preparation of a preliminary Environmental Impact Study (EIS) is also considered along with a decision to proceed with the application for a mining license will be taken during this period.

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GOLDPLAY MINING INC. Management Discussion and Analysis September 30, 2022

Figure 3 – Longitudinal Section (looking West) Along the 2.5km Length of the Main Vein System Showing Phase 1 and Proposed Phases 2 and 3 Drilling

==> picture [498 x 291] intentionally omitted <==

The potential quantity and grade of the Company’s exploration target is conceptual in nature, there has been insufficient exploration to define a mineral resource and t it is uncertain if further exploration will result in the target being delineated as a mineral resource.

C. Scottie Gold Project

On August 19, 2022 the Company signed an Option Agreement with Scottie Resources Corp. (“Scottie”), a company engaged in the exploration and evaluation of gold and silver properties located in the “Golden Triangle” of British Columbia, to purchase an working interest in Scottie’s exploration properties (the "Option").

Under the terms of the agreement, Goldplay can acquire up to 3.75% interest in the Scottie’s properties by incurring up to $1,500,000 in flow through eligible exploration expenses until December 31, 2022. If the exploration expenses incurred amount to less than $1,500,000, Goldplay’s earned interest in the Scottie’s properties will be reduced proportionally.

Following the exercise of the Option, Goldplay will have the right (the “Put Right”) to require Scottie to repurchase the interest earned by Goldplay by paying cash, at a price calculated by dividing the total exploration expenditures incurred by Goldplay by 1.71. Following the exercise of the Option, Scottie will have the right (the “Call Right”) to repurchase the interest earned by Goldplay by paying cash, at a price calculated by dividing the total exploration expenditures incurred by Goldplay by 1.71.

In the event the Put Right or the Call Right is exercised, Scottie may, in its sole discretion, satisfy up to $300,000 of the price for the repurchase of Goldplay’s interest by issuing Goldplay common shares in the capital of Scottie.

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GOLDPLAY MINING INC. Management Discussion and Analysis September 30, 2022

As of September 30, 2022, the Company paid for $1,023,558 flow- through eligible expenses incurred on Scottie’s properties. As the option to acquire the interest in the Scottie’s properties was not exercised by the Company as of September 30, 2022, the $1,023,558 amount spent on exploration expenses is recorded as a long-term deposit in the Condensed Interim Consolidated Statement of Financial Position of the Company.

On October 31, 2022, subsequent to the financial statements date, the Company fulfilled its expenditure commitment by incurring a total of $1,580,000 flow-through eligible expenditures and exercised the option to acquire the working interest in the Scottie’s properties.

In order to make cash available for its Portuguese projects, which are seen as having a higher potential by Company, on November 9, 2022, the Company exercised the Put Right and resold the working interest to Scottie for a cash payment of $900,000 received on November 10, 2022.

D. Scottie West Property Option

On November 22, 2020, the Company entered into a definitive agreement with Roughrider to acquire a 70% interest in the Scottie West Property, located in the “Golden Triangle” in Northwestern British Columbia.

Pursuant to terms of the agreement with Roughrider, the Company has committed to the following to earn the 70% interest in the Scottie West property:

	Cash	Shares to be issued to Roughrider	Work commitment
Upon Signing	$25,000 (paid in November 2020)	Equivalent of $25,000 (issued in November 2020)	none
Year 1	$25,000 (paid in November 2021)	Equivalent of $50,000 (issued in November 2021)	$200,000 (fulfilled)
Year 2	$50,000	Equivalent of$75,000	$100,000
Year 3	$150,000	Equivalent of$150,000	$300,000
Year 4	$250,000	Equivalent of$200,000	$400,000
Total	$500,000	Equivalent of$500,000	$1,000,000

In November 2022, subsequent to the financial statements date, the Company decided to terminate the Scottie West option and not further pursue this project. The Company has made the decision to focus its exploration efforts on the Portuguese projects.

E. Big Frank and Goldstorm South properties

On August 31, 2021, the Company signed an option agreement with Cazador Resources Ltd. (“Cazador”) to earn a 100 % interest in two properties known as "Big Frank" and "Goldstorm South" (formerly Nuit Mountain). The projects are located in the western Chilcotin District of southwestern British Columbia.

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GOLDPLAY MINING INC. Management Discussion and Analysis September 30, 2022

The terms of the agreement are as follows:

Big Frank

Big Frank
	Cash	Shares to be issued to Cazador	Work commitment
Upon Signing	$10,000 (paid in August 2021)	60,000 (issued in September 2021)	$ 50,000 before December 31, 2021 (fulfilled)
Year 1 – before August 31, 2022	$40,000	140,000	$350,000
Year 2 – before August 31, 2023	$100,000	600,000	$600,000
Year 3 – before August 31, 2024	$150,000	1,200,000	$2,000,000
Year 4 – before August 31, 2025	$400,000	2,000,000	$4,000,000
Total	$700,000	4,000,000	$7,000,000

Goldstorm South

	Cash	Shares to be issued to Cazador	Work commitment
Upon Signing	$5,000 (paid in August 2021)	30,000 (issued in September 2021)	$ 25,000 before December 31, 2021 (fulfilled)
Year 1 – before August 31, 2022	$20,000	70,000	$175,000
Year 2 – before August 31, 2023	$50,000	300,000	$300,000
Year 3 – before August 31, 2024	$75,000	600,000	$1,000,000
Year 4 – before August 31, 2025	$200,000	1,000,000	$2,000,000
Total	$350,000	2,000,000	$3,500,000

In November 2022, subsequent to financial statements date, the Company decided to stop exploration activities on Big Frank and Goldstorm South to focus its exploration efforts and resources in the near future on the Portuguese projects.

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GOLDPLAY MINING INC. Management Discussion and Analysis September 30, 2022

FINANCING ACTIVITIES

On April 11, 2022, Goldplay completed a private placement financing and issued 1,000,000 common shares for total proceeds of $150,000 ($0.15 per share). No compensation was paid in connection with this financing.

On November 24, 2021, Goldplay issued 133,334 common shares to European Electric Metals Inc. pursuant to a requirement of the agreement to purchase EVX Portugal. The value of the shares issued was $20,000.

On November 24, 2021, Goldplay closed a non-brokered private placement of FT Units and issued a total of 3,588,236 FT Units at a price of $0.17 per FT Unit, for gross proceeds of $ 610,000. Each FT Unit is comprised of one FT share and one half non-transferable common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one additional Common Share of the Company at an exercise price of $0.20 until November 24, 2022. In connection with the Offering, the Company paid aggregate cash finders’ fees to qualified finders of $36,600 representing 6% of the gross proceeds raised. The Company also issued 215,294 non-transferable finders’ warrants to qualified finders, with each finders’ warrant being exercisable to acquire one Common Share at an exercise price of $0.17 until November 24, 2023.

On November 19, 2021, Goldplay issued 365,817 common shares to Roughrider pursuant to a requirement of the agreement to purchase Scottie West. The value of the shares issued was $50,000.

On October 19, 2021, Goldplay closed a non-brokered private placement of FT Units and issued a total of 1,000,000 FT Units at a price of $0.17 per FT Unit, for gross proceeds of $170,000. Each FT Unit is comprised of one FT share and one half non-transferable common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one additional Common Share of the Company at an exercise price of $0.20 until October 19, 2022. The proceeds from the sale of the FT Units will be used to fund eligible exploration expenditures on Company’s projects in British Columbia. In connection with the Offering, the Company paid aggregate cash finders’ fees to qualified finders of $10,200 representing 6% of the gross proceeds raised. The Company also issued 60,000 non-transferable finders’ warrants to qualified finders, with each finders’ warrant being exercisable to acquire one Common Share at an exercise price of $0.17 until October 19, 2023.

On October 1, 2021, Goldplay closed a non-brokered private placement of FT Units and issued a total of 4,411,900 FT Units at a price of $0.17 per FT Unit, for gross proceeds of $750,023. Each FT Unit is comprised of one flow-through share (“FT share”) and one half non-transferable common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one additional Common Share of the Company at an exercise price of $0.20 until October 1, 2022. In connection with the Offering, the Company paid aggregate cash finders’ fees to qualified finders of $45,000 representing 6% of the gross proceeds raised. The Company also issued 264,714 non-transferable finders’ warrants to qualified finders, with each finders’ warrant being exercisable to acquire one Common Share at an exercise price of $0.17 until October 1, 2023.

On August 31, 2021, signed an option agreement with Cazador to earn a 100 % interest in two properties known as "Big Frank" and "Goldstorm South". On September 27, 2021, Goldplay issued 90,000 shares to Cazador as a requirement to purchase the Big Frank and Goldstorm South properties. The value of 90,000 shares was $13,050. The details of this arrangement are included in Note 6 of the unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2022.

On June 23, 2021, Goldplay signed a definitive agreement to acquire up to 100% equity interest in a private Portuguese company, Indice Crucial, which holds exploration rights on several past producing copper and gold projects as well as other advanced gold exploration applications in Portugal. As per the purchase agreement, on July 21, 2021, Goldplay issued the first 100,000 common shares to Indice Crucial. The value of the 100,000 shares was $17,500. The details of this arrangement are included in Note 8 of the September 30, 2022 unaudited condensed interim consolidated financial statements.

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GOLDPLAY MINING INC. Management Discussion and Analysis September 30, 2022

On May 13, 2021 the Company completed a non-brokered private placement (the “May 2021 Private Placement”) of 2,407,333 Units of the Company (the “Units”) at a price of $0.15 per Unit, for gross proceeds of $361,100. Each Unit is comprised of one share (a "Common Share") and one half non-transferable common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one additional Common Share the Company at an exercise price of $0.20 until May 13, 2022. In connection with the May 2021 Private Placement, the Company paid aggregate cash finders’ fees to qualified finders of $20,766 representing 6% of the gross proceeds in respect of certain subscriptions. The Company also issued 138,440 non-transferable finders’ warrants to qualified finders, with each finders’ warrant being exercisable to acquire one Common Share at an exercise price of $0.15 until May 13, 2023.

On February 22, 2021 the Company received conditional approval to list its commons shares on the TSX-V. Pursuant to the terms of the 2020 and 2021 financings, the Company elected to accelerate to March 24, 2021 the expiry dates of the warrants issued as part of the 2020 and early 2021 financings. 9,407,920 common shares at $0.10 per share were issued part of warrant exercises for total proceeds of $940,792. 1,371,150 accelerated warrants were not exercised and expired on March 24, 2021.

On March 23, 2021, completed a financing (“the Goldplay Financing”) for aggregate gross proceeds of $885,602 to satisfy the initial listing requirements of the TSX-V. The Goldplay Financing consisted of the issuance of 2,611,512 flow-through units (each, a “FT Unit”) priced at $0.17 per FT Unit for gross proceeds of $443,957 and 2,944,298 non-flow-through units (each, a “Non-FT Unit”) priced at $0.15 per Non-FT Unit for gross proceeds of $441,644. Each FT Unit was comprised of one common share issued on a flow-through basis under the Income Tax Act (Canada) and one-half of one common share purchase warrant (each whole warrant, a “2021 Warrant”). Each Non-FT Unit was comprised of one common share issued on a non-flow-through basis and one-half of one 2021 Warrant. Each 2021 Warrant entitles the holder, on exercise, to acquire one common share at a price of $0.20 per common share until March 23, 2022. In connection with this financing, the Company paid aggregate cash finders’ fees to qualified finders of $32,502 representing 6% of the gross proceeds in respect of certain subscriptions. The Company also issued 198,026 non-transferable finders’ warrants to qualified finders, with each finders’ warrant being exercisable to acquire one common share at an exercise price of $0.17 until March 23, 2023.

On February 4, 2021, the Company completed a non-brokered private placement consisting of the issuance of 1,800,000 units at a price of $0.05 per unit for aggregate gross proceeds of $90,000 (the “February 4, 2021 Private Placement”). Each unit was comprised of one common share and one-half of one common share purchase warrant (“February 21 Warrant”). Each whole February 2021 Warrant entitles the holder, on exercise, to acquire one common at a price of $0.10 for a period of one year. No finder fees were paid for this financing.

On January 12, 2021, the Company completed a non-brokered private placement consisting of the issuance of 300,000 units at a price of $0.05 per unit for aggregate gross proceeds of $15,000 (the “January 12, 2021 Private Placement”). Each unit was comprised of one common share and one-half of one common share purchase warrant (“January 21 Warrant”). Each whole January 2021 Warrant entitles the holder, on exercise, to acquire one common at a price of $0.10 for a period of one year. No finder fees were paid for this financing.

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GOLDPLAY MINING INC. Management Discussion and Analysis September 30, 2022

SUMMARY OF QUARTERLY RESULTS

Quarter ended		30-Sep-22	30-Jun-22		31-Mar-22		31-Dec-21
Revenue(1)		-	-		-		-
Loss for the quarter	$	(117,367)	(301,489)	$	(310,030)	$	(228,430)
Loss per share	$	(0.00)	(0.01)	$	(0.01)	$	(0.01)
Quarter ended		30-Sep-21	30-June-21		31-Mar-21		31-Dec-20
Revenue(1)		-	-		-		-
Loss for the quarter	$	(442,262)	(413,376)	$	(278,941)	$	(274,944)
Loss per share	$	(0.01)	(0.01)	$	(0.01)	$	(0.06)

1this being a Company without a revenue generating business, there are no revenues from operations or investments;

Losses for the three and nine months ended September 30, 2022

Losses of $117,367 in the three months ended September 30, 2022 (“Q32022) are lower than losses of $422,262 for the three months ended September 30, 2021 (“Q32021”). Losses of $728,886 for the nine months ended September 30, 2022 are lower than losses of $1,134,579 incurred during the nine months ended September 30, 2021. The table below presents the cost differences between the 2022 and 2021 periods:

Q3 2022 vs. Q3 2021

		Q3 2022		Q3 2021		Difference
Accountingand corporate secretarial fees	$	16,500		15,000	$	1,500.00
Audit and tax fees		7,000		3,000		4,000
Consultingand due diligence fees		17,235		7,173		10,062
Legal fees		7,251		11,900		(4,649)
Management fees		19,214		3,452		15,762
Marketingexpenses		19,753		21,497		(1,744)
Share based compensation expenses		11,794		36,269		(24,475)
Shareholder communications and investor relations		17,728		16,270		1,458
Office and administration expenses		10,437		13,680		(3,243)
Exploration and evaluation expenses		91,528		322,545		(231,017)
Regulatory,exchange listingand transfer agent fees		9,354		20,964		(11,610)
Recoveryof flow-through liabilityincome		(111,038)		(28,209)		(82,829)
Management fee income		(927)		-		(927)
Interest income		(8,676)		(1,279)		(7,397)
Share of associates loss		10,214		-		10,214
Total	$	117,367	$	442,262	$	(324,895)

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GOLDPLAY MINING INC. Management Discussion and Analysis September 30, 2022

First nine months of 2022 vs. first nine months of 2021

		First nine		First nine
		months of		months of
		2022		2021		Difference
Accountingand corporate secretarial fees	$	49,500	$	45,000	$	4,500.00
Audit and tax fees		21,825		14,309		7,516
Consultingand due diligence fees		99,735		62,032		37,703
Legal fees		17,702		108,189		(90,487)
Management fees		72,548		78,452		(5,904)
Marketingexpenses		95,254		113,917		(18,663)
Share based compensation expenses		97,582		233,213		(135,631)
Shareholder communications and investor relations		54,318		41,319		12,999
Office and administration expenses		52,692		27,356		25,336
Exploration and evaluation expenses		218,490		337,826		(119,336)
Regulatory,exchange listingand transfer agent fees		36,055		103,222		(67,167)
Recoveryof flow-through liabilityincome		(118,335)		(28,209)		(90,126)
Management fee income		(4,986)		-		(4,986)
Interest income		(14,680)		(2,047)		(12,633)
Share of associates loss		51,186		-		51,186
Total	$	728,886	$	1,134,579	$	(405,693)

Net exploration expenses ($337,826) reported on the 2021 financial statements were higher than 2022 ($218,490). However, given that the Barrancos expenses are recharged to Indice Crucial, the gross exploration expenses incurred during the first nine months of 2022 ($468,057) are higher than gross exploration expenses incurred in 2021 ($337,826). During the first nine months of 2022, the Company incurred exploration expenses on Borba 2, Big Frank, Goldstorm South, and Scottie West, as well as completed the Phase 1 drilling program on Barrancos. In 2021 the Company completed exploration programs on Scottie West, Big Frank and Goldstorm South, but incurred less costs in relation to its Portuguese projects than in 2022. The stock options compensation was lower in the first nine months of 2022 because the main granting of options occurred during early 2021 when the Company had a larger pool available to allocate from. Legal and regulatory, exchange, listing and transfer agent fees were lower in 2022 as in 2021 the Company incurred significant expenses fees in connection with the TSX-V listing process. Given that the majority of the required flow-through expenditures were incurred in 2022, the Company has recorded a higher recovery of flow-through premium liability on the 2022 financial statements (see note 7 of the unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2022 and 2021 for details of the flow through spending).

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GOLDPLAY MINING INC. Management Discussion and Analysis September 30, 2022

Breakdown of components of material costs

The following table provides a breakdown of material costs for the nine months of 2022 in comparison with the corresponding 2021 period. Exploration expenses are discussed in the Mineral Properties section above and management costs are discussed in the Related parties transactions section below.

Share based compensation		2022		2021
Fair market value of stock options for officers and directors	$	71,539		80,210
Fair market value of stock options for consultants		26,043		153,003
Total	$	97,582	$	233,213
Consulting and due diligence fees		2022		2021
Consulting and due diligence fees paid in connection with the
investments and explorations in Portugal	$	20,000		46,468
Consulting and due diligence fees paid for capital markets
financial services	$	50,000		-
Consulting and due diligence fees paid in connection with other
matters		29,735		15,564
Total	$	99,735	$	62,032
Marketing fees		2022		2021
Marketingtargeted at elevatingtheprofile of the company	$	95,254		113,917
Total	$	95,254	$	113,917

Cash flows for the nine months ended September 30, 2022

During the first nine months ended September 30, 2022, the Company generated $150,000 (2021 - $2,992,593) in cash from finance activities. From these cash inflows and the cash reserves available at the beginning of the period (2022 - $2,637,587, 2021 - $743,464), $1,333,718 (2021 - $212,044) was used towards investing activities and $710,117 (2021 - $1,044,104) was used for working capital, including property exploration and evaluation costs.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2022, the Company had a working capital[1] of $689,808 ($2,453,644 - December 31, 2021). The Company does not have revenues from operations and relies on outside funding for its continuing financial liquidity. The Company will need additional financing to continue operations and exploration activities.

1 This is a non-IFRS measurement with no standardized meaning under IFRS and may not be comparable to similar financial measures presented by other issuers. For further information please see the section in this MD&A titled “Non-IFRS Measures”

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GOLDPLAY MINING INC. Management Discussion and Analysis September 30, 2022

Management cautions that the Company’s ability to raise additional funding is not certain. Additional funds will be required to pursue the Company’s current business plans. An inability to raise additional funds would adversely impact the future assessment of the Company as a going concern.

SIGNIFICANT ACCOUNTING JUDGMENTS AND USE OF ESTIMATES

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised, and the revision affects both current and future periods.

The Company’s significant judgments and estimates are disclosed in Note 3 of the audited annual consolidated financial statements for the year ended December 31, 2021.

CHANGES IN ACCOUNTING POLICIES

Accounting policies used in the period, and changes anticipated in future periods, are as set out in the Company’s audited annual consolidated financial statements for the year ended December 31, 2021 (Note 4).

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in the Company's internal controls over financial reporting during the nine months ended September 30, 2022, that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.

NON-IFRS MEASURES

The Company uses the term "working capital" in this MD&A, which is a non-IFRS measure. The Company calculates working capital as current assets less current liabilities. The Company believes that this measures provide investors with an improved ability to evaluate the performance of the Company.

Non-IFRS measures do not have any standardized meaning prescribed under IFRS. Therefore, such measures may not be comparable to similar measures employed by other companies. The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash, receivables, accounts payable and accrued liabilities. It is management’s opinion that the Company is not exposed to significant interest risk arising from the financial instruments. The Company is exposed to credit risk in relation to accounts receivable, however, most account receivables are in relation to sales tax due from the Canadian government. Credit risk is managed for receivables by seeking prompt payment, monitoring the age of receivables, and making follow up inquiries when receivables are not

22

GOLDPLAY MINING INC. Management Discussion and Analysis September 30, 2022

paid in a timely manner. The Company does not engage in any hedging activities. Financial instruments do not generally expose the Company to risk that is significant enough to warrant reducing via purchasing specific insurance or offsetting financial instruments. Further discussion of these risks is presented in Note 5 of the Company’s audited financial statements for the year December 31, 2021.

RELATED PARTY TRANSACTIONS

Key management compensation

Key management personnel at the Company are the directors and officers of the Company. The remuneration of key management personnel during the periods is as follows:

		Period ended		Period ended
		September 30		September 30
		2022		2021
Officer remuneration1	$	181,403	$	157,500
Director remuneration1	$	12,000	$	-
Share-basedpayments	$	71,539	$	80,210

• 1 Remuneration consists exclusively of salaries, bonuses, health benefits if applicable and consulting fees for key management personnel.

Other than the amounts disclosed above, there were no short-term employee benefits granted to key management personnel during the nine months periods ended September 30, 2022 and 2021.

Included in the accounting and corporate secretarial fees for the nine months ended September 30, 2022 is $49,500 (2021 - $45,000) charged by a corporation with a common officer, who provided key management services (CFO and corporate secretary services).

Included in management expenses for the nine months ended September 30, 2022 is $72,548 (2021 - $78,452) charged by the officers and directors of the Company for key management services (CEO and executive director services).

Included in the exploration expenses for the nine months ended September 30, 2022 is $71,355 (2021 - $34,048) charged by the officers and directors of the Company for management and administration expenses related to the Company’s exploration properties and programs.

Included in the share-based compensation expense for the six months ended September 30, 2022 is $71,539 (2021 - $80,210) representing the fair market value of the stock options granted to directors and officers.

An amount of $17,007 for CEO services was owed to an officer of the Company at September 30, 2022 (NIL - December 31, 2021).

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GOLDPLAY MINING INC. Management Discussion and Analysis September 30, 2022

RISKS AND UNCERTAINITIES

Risk Factors

Early-stage entities face a variety of risks and, while unable to eliminate all of them, the Company aims to manage and reduce such risks as much as possible. The Company’s ability to mitigate risk, without any cash at its disposal, is, however, extremely limited.

Selecting investments is a competitive process. The Company seeks to maintain an appropriate balance by carefully considering risks to ensure an investment’s level of risk is commensurate with the Company's assessment of the project’s potential.

The Company has a limited history of existence. There can be no assurance that it will be successful in its quest to locate and explore a profitable mineral property. Equity or debt financing will be required to complete the implementation of its business plan. There can be no assurance that the Company will be able to obtain adequate financing to continue. The securities of the Company should be considered a highly speculative investment .

The following risk factors should be given special consideration when evaluating an investment in any of the Company's securities.

Limited Operating History and No History of Earnings

Goldplay was incorporated on June 16, 2017 and has a limited operating history and no operating revenues. The Company does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends in the foreseeable future. The Company has only limited funds with which to continue supporting operations, or alternatively with which to identify and evaluate other potential opportunities and there can be no assurance that the Company will be able to realize either of these goals. In addition, the Company's the business and projects may be financed in all or part by the issuance of additional securities by the Company and this may result in further dilution to the investor, which dilution may be significant and which may also result in a change of control of the Company.

Exploration and Development

Resource exploration and development is a speculative business and involves a high degree of risk. There are no known mineral reserves on the Company's properties. There is no certainty that the expenditures to be made by Goldplay in the exploration of its properties will result in discoveries of commercial quantities of minerals. The marketability of natural resources which may be acquired or discovered by Goldplay will be affected by numerous factors beyond the control of Goldplay. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in a material adverse impact on Goldplay's operation and financial condition.

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GOLDPLAY MINING INC. Management Discussion and Analysis September 30, 2022

Global Financial Conditions

Global financial conditions have, at various times in the past and may, in the future, experience extreme volatility. Many industries, including the mining industry, are impacted by volatile market conditions. Global financial conditions may be subject to sudden and rapid destabilizations in response to economic shocks or other events, such as developments concerning COVID19, geo-political tensions including acts of war and economic sanctions. A slowdown in the financial markets or other economic conditions, including but not limited to consumer spending, employment rates, business conditions, inflation, fluctuations in fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect the Company’s growth and financial condition. Future economic shocks may be precipitated by a number of causes, including government debt levels, fluctuations in the price of oil and other commodities, volatility of metal prices, geopolitical instability, changes in laws or governments, war, terrorism, the volatility of currency exchanges inflation or deflation, the devaluation and volatility of global stock markets, pandemics and natural disasters. Any sudden or rapid destabilization of global economic conditions could impact the Company’s ability to obtain equity or debt financing in the future on terms favourable to the Company or at all. In such an event, the Company’s operations and financial condition could be adversely impacted.

Financing Risks

Additional funding will be required to conduct future exploration programs. In addition, if Goldplay’s proposed exploration programs are successful, additional funds will be required for the development of an economic mineral body and to place it in commercial production. The only sources of future funds presently available to Goldplay are the sale of equity capital, or the offering by Goldplay of an interest in its properties to be earned by another party or parties carrying out exploration or development thereof. There is no assurance that any such funds will be available for operations. Failure to obtain additional financing on a timely basis could cause Goldplay to reduce or terminate its proposed operations.

Public Health Crises

The Company's business, operations and financial condition could be materially adversely affected by the outbreak of epidemics, pandemics or other health crises, such as COVID-19, and by reactions by government and private actors to such outbreaks. As at the date of this MD&A, the global reactions to the spread of COVID-19 have led to, among other things, significant restrictions on travel, quarantines, temporary business closures and a general reduction in consumer activity. While these effects are expected to be temporary, the duration of the disruptions to business internationally and the related financial impact cannot be estimated with any degree of certainty at this time. Such public health crises can result in disruptions and extreme volatility in financial markets and global supply chains as well as declining trade and market sentiment and reduced mobility of people, all of which could impact commodity prices, interest rates, credit ratings, credit risk, availability of financing and inflation. The risks to the Company of such public health crises also include risks to employee health and safety and may result in a slowdown or temporary suspension of operations at some or all of the Company's mineral properties. At this point, the extent to which COVID19 may impact the Company remains uncertain; however, it is possible that COVID-19 could have a material adverse effect on the Company's business, results of operations and financial condition. There can be no assurances that the Company will not be required to demobilize its personnel and contractors at any of its mineral projects in due to the ongoing COVID19 pandemic. Any such demobilization may have an adverse impact on the Company’s ability to conduct exploration and further advance its work programs on the affected properties.

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GOLDPLAY MINING INC. Management Discussion and Analysis September 30, 2022

OFF BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

QUALIFIED PERSON

Deepak Malhotra, SME-RM, the Chair of the Board of Directors of the Company, is a Qualified Person as defined by NI 43-101 and has reviewed and approve the scientific and technical information in this MD&A.

OUTSTANDING COMMON SHARE DATA

The following section updates the outstanding common share data provided in the condensed consolidated financial statements for the nine months ended September 30, 2022:

Warrants expired in October and November 2022 Warrants outstanding at November 25, 2022 Stock Options: Common shares outstanding at September 30, 2022 and November 25, 2022 Warrants: Warrants outstanding at September 30, 2022 Common Shares: Common shares outstanding at September 30, 2022 and November 25, 2022	(4,841,868) 5,718,342 51,967,163
	876,474 4,880,000

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