Lipari Mining Ltd. — Interim / Quarterly Report 2024

Nov 21, 2024

GOLDEN SHARE RESOURCES CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS

FOR NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2024

AS OF NOVEMBER 20, 2024

Golden Share Resources Corporation Management discussion and analysis for the nine months period ended September 30, 2024

SCOPE OF MD&A AND NOTICE TO INVESTORS

The following management discussion and analysis of the financial position and results of operations ("MD&A") should be read in conjunction with the unaudited interim condensed financial statements of Golden Share Resources Corporation for the three months and nine months period ended September 30, 2024.

This MD&A is prepared as of November 20, 2024 and complements the unaudited interim condensed financial statements of Golden Share for the nine-month period ended September 30, 2024.

All financial information has been prepared in accordance with International Financial Reporting Standards ("IFRS") and International Accounting Standard 34, Interim Financial Reporting ("IAS 34"). All amounts are in Canadian dollars unless otherwise indicated. Additional information is provided in the Company's unaudited interim condensed financial statements for the three months and nine months period ended September 30, 2024.

The unaudited financial statements and the MD&A have been reviewed by the audit committee and approved by the Company’s Board of Directors on November 20, 2024. These documents and more information about the Company are available on SEDAR+ (www.sedarplus.ca) and on Golden Share’s website (www.goldenshare.ca).

FORWARD LOOKING STATEMENTS

Certain statements made in this MD&A are forward-looking statements or information. The Company is hereby providing cautionary statements identifying important factors that could cause the Company's actual results to differ materially from those projected in the forward-looking statements. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "may", "is expected to", "anticipates", "estimates", "intends", "plans", "projection", "could", "vision", "goals", "objective" and "outlook") are not historical facts and may be forward-looking and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. In making these forward-looking statements, the Company has assumed that the current market will continue and grow and that the risks listed below will not adversely impact the business of the Company. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes may not occur or may be delayed. The risks, uncertainties and other factors, many of which are beyond the control of the Company that could influence actual results include, but are not limited to: the risks could be adapted to the mining industry, examples: instability in market prices of metals, foreign currency exchange rate, poorly estimated reserves, risks to the environment (more stringent regulations), averse mining conditions, regulation and government policy changes (laws or policies), failure to obtain necessary permits and approvals from government authorities, future capital requirements; intellectual property protection and infringement risks; competition; reliance on key management personnel and the other risks factors summarized below under the heading "Risks and Uncertainties".

Further, unless otherwise noted, any forward-looking statement speaks only as of the date of this MD&A, and, except as required by applicable law, the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors and to assess in advance the impact of each such factor on the business of the Company, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement.

The technical information in this MD&A has been prepared in accordance with Canadian regulatory requirements set out in National Instrument 43-101 and reviewed by Wes Roberts, M.Sc., P. Eng., a Qualified Person as defined under NI 43-101.

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Golden Share Resources Corporation Management discussion and analysis for the nine months period ended September 30, 2024

CORPORATE OVERVIEW

Golden Share Resources Corporation (“Golden Share” or the “Company”) is a natural resource company exploring in Ontario, Canada. Ontario is known for being a mineral rich and politically stable jurisdiction. Golden Share is listed on the TSX Venture Exchange (“TSXV”) under the trading symbol “GSH”.

Golden Share is managed by a team with a track record of success and significant experience at every stage of mineral exploration, development and production.

The Board of Directors comprises five members: Mr. Wes Roberts, Mr. David Graham, Mr. Demin (Fleming) Huang, Ms. Caitlin Carpe, and Dr. Zhen Huang as Chairman.

The Advisory Board comprises Dr. K. Sethu Raman and Mr. Mackenzie (Mac) Watson.

Wes Roberts is the interim Chief Executive Officer, Demin (Fleming) Huang acts as the President and Chief Financial Officer.

Golden Share’s exploration team includes Dr. Ian Johnson as Geophysical Consultant and Ian Trinder as Geological Consultant.

BUSINESS OVERVIEW

The exploration projects portfolio comprises two exploration projects, namely Ogoki and Band-Ore Project.

The Ogoki claim blocks are believed to have kimberlite diamond potential. The Band-Ore claim block has identified gold mineralization historically.

The primary goal at Golden Share continues to be to drill the target anomalies of Ogoki claim blocks. A well planned and strategic drill program is viewed as a valid next step aimed at a material discovery.

On May 20, 2024, the Company entered into an Option Agreement with Delta Resources Limited (“Delta”) to earn in 100% interests in the Band-Ore Project for: (1) a $2,000,000 staged cash and equivalent Delta share payment; (2) the reimbursement of the tax payments respect to the 16 patented mining claims and the one leased mining claim. (3) The Company retains a 2% NSR royalty, of which a 1% NSR can be purchased by Delta in the amount of $3,000,000 indexed (escalated) based on the Canada Consumer Price Index (CPI) from the effective date to purchase date. Delta have a right of first refusal on the second and remaining 1.0% NSR. (4) Following 100% vesting of the Option, in the event that a NI 43-101 compliant measured, indicated or inferred mineral resource is declared for the Property the Optionee shall pay the Optionor the cash payments as follows: (i) $500,000 for a measured, indicated or inferred mineral resource of 500,000 to 1,000,000 contained gold ozs; and (ii) an additional payment of $500,000 for a measured, indicated or inferred mineral resource greater than 1,000,000 contained gold ozs. The cash payments shall be indexed (escalated) based on the Canada Consumer Price Index (CPI) from the effective date to the mineral resource declaration date.

On November 18, 2024, the Company entered into a Property Purchase Agreement with Delta Resources Limited (“Delta”) to earn in 100% interests in the Elwood Project (1 Patented claim) for $30,000.

On February 3, 2023, the Company signed a non-binding letter of intent (“LOI") with Lipari Diamond Mines Ltd. (“Lipari”), a British Columbia based company with interests in a diamond mine and development stage properties in Brazil and Angola that sets out the basic terms and conditions of a proposed transaction, pursuant to which the Company and Lipari will enter into a business combination by way of a share exchange, three-corner amalgamation, merger, amalgamation, arrangement or other similar form of transaction (collectively, the forgoing with any related transaction, the "Transaction") which will result in Lipari and all of its subsidiaries and affiliates becoming directly or indirectly wholly-owned subsidiaries of the Company (upon completion of the Transaction, referred to as the "Resulting Issuer"). The Transaction will therefore result in a reverse take-over of the Company by Lipari whereby the shareholders of Lipari will own a majority

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Golden Share Resources Corporation Management discussion and analysis for the nine months period ended September 30, 2024

of the outstanding common shares of the Company ("Common Shares"). The Transaction is an Arm's Length transaction for the purposes of the rules of the TSX Venture Exchange (the "Exchange"). Please refer to the press release dated February 8, 2023.

On March 15, 2023, Golden Share and the shareholders of Lipari signed a share exchange agreement (the “Definitive Agreement”) which forms the basis upon which the companies will affect the Transaction.

Pursuant to the Definitive Agreement, the Company will issue common shares ("Resulting Issuer Shares") in exchange for the outstanding common shares of Lipari (the "Lipari Shares"), on the basis of 2.21678892 Resulting Issuer Shares for each Lipari Share (the "Exchange Ratio"). For the purposes of the Transaction Lipari is being valued at US$25,000,000 or Cdn$34,000,000 (based on an exchange rate of US$1.00 = Cdn$1.36) and as such the Resulting Issuer Shares will be issued at a deemed price of US$0.45110294 (Cdn$0.6135) per Resulting Issuer Share. Lipari also has a US$3,850,000 convertible debenture outstanding and following completion of the Financing such debenture will be convertible into Resulting Issuer Shares at a price equal to the Offering Price.

In accordance with the terms and conditions of the Definitive Agreement, the Company will prior to closing of the Transaction effect a consolidation (the “Consolidation”) of the outstanding common shares of GSH ("GSH Shares") on the basis of one (1) post-Consolidation GSH Share for every ten (10) pre-Consolidation GSH Shares (the “Consolidation Ratio”). All outstanding incentive stock options and common share purchase warrants of Golden Share will automatically adjust in accordance with their terms to give effect to the Consolidation such that, following the Consolidation, the holders thereof will be entitled to acquire Resulting Issuer Shares in lieu of GSH Shares (with adjustments to account for the Consolidation Ratio). Thus the 2,495,000 Golden Share Options will be exercisable for an aggregate of 249,500 Resulting Issuer Shares when the agreement was entered into, the actual stock option and warrants data may vary when the transaction is closed.

Upon the completion of the Transaction, the Resulting Issuer will assume sole ownership of the share capital of Lipari. The Resulting Issuer will own 100% of Lipari and the former holders of the Lipari Shares will become shareholders of the Resulting Issuer. Please refer to the press release dated March 20, 2023.

On May 31, 2023, the proposed reverse takeover transaction with Lipari, share consolidation, Company name change and omnibus incentive plan that connected with the transaction, were voted in favour during the annual and special shareholders meeting.

Golden Share management is currently actively engaged with Lipari management and its legal advisors and the TSX Venture Exchange in completing and filing of a Filing Statement which will provide full particulars about the Transaction, the Resulting Issuer and its business including relevant historic and pro forma financial information to Golden Share shareholders. Financing discussions with prospective investors are ongoing. The Transaction remains subject to certain conditions including the final approval of the TSX Venture Exchange. Golden Share will provide further updates regarding the status of the Transaction as they become available.

On November 1, 2024, the Company amended its agreement in respect of the reverse take-over with Lipari described in the press release of the Company dated March 20, 2023, and the company has further extended the outside date for the completion of the reverse take-over to December 31, 2024. The Company and Lipari have completed all documentation necessary to complete the listing requirements and will provide further updates of the transaction and RTO financing as they become available.

Ogoki and KagiamiProjects

Both the Ogoki and the Kagiami Projects are 100% owned by Golden Share, located in the Wabassi and Albany River area of the James Bay Lowlands of Ontario, approximately 200 km southwest of the De Beers’ Victor diamond mine and approximately 150km south of the “Ring of Fire” region.

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Golden Share Resources Corporation

Management discussion and analysis for the nine months period ended September 30, 2024

The Ogoki diamond project is comprised of nine non-contiguous claim blocks (totaling 195 MLAS cells) covering 15 isolated circular magnetic anomalies interpreted as possible kimberlite pipe targets.

The Kagiami base metals project is comprised of two contiguous claim blocks totaling 24 MLAS cells covering base and precious metal targets interpreted from VTEM and magnetic data. The Kagiami claim blocks have been allowed to lapse and are no longer held by the company as it was deemed that development in this region would require extensive consultation.

The closest all-season community road accessible to Ogoki is currently Nakina, 175 km to the south. The project areas have a humid continental climate with short summers and long cold winters. The Albany River is the major river in the area which is fed by smaller streams and rivers cross-cutting the landscape. The projects area is characterized by locally low relief (less than 20 m) with a mixture of muskeg and mature forest.

Acquisition Terms

Eight claim blocks totaling 28 claims (161 MLAS cells) were staked to cover 13 isolated circular magnetic highs interpreted as possible kimberlite pipe targets based on magnetic and VTEM geophysical data (the “Data”) acquired from Keystone Associates Inc. (“Keystone”), a company owned by a former CEO of Golden Share. Two additional Ogoki claim blocks, each totaling MLAS mining claim (16 MLAS cells), were staked in April 2018 to cover 2 isolated circular magnetic features, also interpreted as possible kimberlite pipe targets. These two targets are just east of the area of the original eight claim blocks and are based on publicly available regional aeromagnetic and ground magnetic survey results.

Golden Share acquired Kagiami through staking of four non-contiguous claim blocks totaling 87 claims (134 MLAS cells) for their base metal massive sulphide and precious metal exploration potential based on the data also acquired from Keystone. The extra 23 MLAS cells were staked in December 2021.

Golden Share has granted Keystone a 1-per-cent (1%) net sales return royalty and net smelter return royalty (together, the “Royalty”) for both Ogoki and Kagiami as consideration for the historical data (excluding Ogoki claim#516349 and #516392) compiled from exploration works carried out between 2009 and 2015. This work was completed before Mr. Nick Zeng's appointment as the CEO of Golden Share on May 1, 2015.

Geological Information

Ogoki and Kagiami are in the eastern portion of the Archean Miminiska-Fort Hope greenstone belt where it disappears beneath Paleozoic cover rocks in the James Bay lowlands. Detailed knowledge of the local geology and tectonic history of this portion of the greenstone belt is limited because overburden cover is extensive, and outcrops are scarce. The local geology has therefore been interpreted almost exclusively from regional government and detailed corporate airborne aeromagnetic and electromagnetic surveys and limited diamond drilling exploration. In the project area, the greenstone belt rocks are interpreted to comprise mafic to intermediate metavolcanic rocks with interbedded iron formations, felsic metavolcanic rocks and clastic to chemical metasedimentary rocks. The metavolcanic and metasedimentary rocks are intruded by younger granite and gabbro to ultramafic plugs and plutons. Proterozoic mafic dikes crosscut the Archean rocks in the region. Paleozoic shales, dolostones, limestones and siltstones overlie the Archean and Proterozoic rocks in the eastern part of the project area, particularly Ogoki. Overlying the Archean and Paleozoic bedrock are Pleistocene glacial till sheets, which in turn are overlain by thin Holocene marine and beach deposits which are covered by small lakes and muskeg. This unconsolidated overburden may vary from less than 5 m to greater than 75 m thick in the project area.

To date, the only documented mineral occurrences in the project areas are Algoma-type iron formations. However, historic and more recent exploration by third-party exploration companies in the region indicate potential for volcanogenic massive sulphide (VMS) deposits, structurally-hosted lode (orogenic) gold deposits and kimberlite hosted diamond deposits.

Within the Ogoki project, ten magnetic targets, located 10 to 15 km southwest of Marten Falls, form a distinct cluster or field along a 20 km long northwest trending axis, overlain by Paleozoic sedimentary rocks that are similar in size and orientation to the Attawapiskat kimberlite field hosting the Victor diamond mine 200 km

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Golden Share Resources Corporation

Management discussion and analysis for the nine months period ended September 30, 2024

to the northeast (the reader is cautioned that the information with respect to the Attawapiskat kimberlite field has not been verified and that this information is not necessarily indicative of potential mineralization that may be discovered at Ogoki). Of the remaining five isolated kimberlite targets, three are covered by Paleozoic sedimentary rocks and two are in areas of overburden covered Precambrian bedrock immediately west of the margin of the Paleozoic cover sediments. Nine of the magnetic targets have been covered by regional and detailed airborne magnetic surveys, two magnetic targets have been covered by regional airborne and detailed ground magnetic surveys; these eleven targets are considered drill ready, a few verification lines of ground magnetics over each target may be conducted prior to drilling. The remaining four magnetic targets require small confirmatory ground magnetometer surveys prior to drilling.

Outcrop is generally non-existent in the Kagiami area. With exception to one isolated claim block northeast of Marten Falls, Kagiami lies west of the Paleozoic platform sediments and is underlain by till covered Archean basement rocks. Limited historical third-party drilling has intersected up to 10 m of unconsolidated clay and till overlying Precambrian bedrock in the project area. Based on aeromagnetics and VTEM survey results, the base and/or precious metal targets are interpreted to lie along east-west trending bands of mafic to intermediate metavolcanics comprising basaltic and andesitic flows, tuffs, breccias, chert and iron formation. Other than one base metal and one precious metals target, the remaining 10 targets are considered drill ready.

Progress and Developments

In May 2019, Golden Share entered into an Exploration Agreement with Marten Falls First Nation.

In 2019, Golden Share received exploration work permits to drill test the diamond targets hosted by Ogoki and the base metal targets at Kagiami. Most of the permits expired in the second quarter of 2022 and have been renewed.

The Company has conducted a detailed airborne magnetic survey over 14 of its Ogoki Project kimberlite target claim blocks. The program was completed in February 2023. Results illustrated that the magnetic anomalies were more complex than initially indicated in the available government regional dataset. Three magnetic anomalies were modelled as having a magnetic susceptibility within the range of kimberlite, and each displayed favourable formational attributes that reflect those of a kimberlite.

Two anomalies did present targets which were similar to a magnetic response for kimberlite but were located in close proximity to complex magnetic bodies, thus reducing the potential of these targets. All of the magnetic anomalies are interpreted to be covered by a thick sequence of Paleozoic sediments. Historical drill holes completed by Trigon and Pele Mountain appear to confirm the presence of thick Paleozoic cover rocks to a depth of 58 metres.

It is recommended that the geophysical anomalies with the greatest potential of hosting diamondiferous kimberlite be drill tested. The information generated to date from historical exploration work and the January 2023 airborne magnetic survey, indicates that the Ogoki Project is a viable exploration target area that can be prioritized for drilling and sampling. A drill program is contingent on the timing for completion of the Lipari RTO and the company’s ability to raise the funds in a challenging exploration market.

Band-Ore Project

The Band-Ore Project, 100% owned by the Company, is located approximately 65 km west of Thunder Bay, Ontario. The project is comprised of 109 MLAS cell claims, 16 patented claims and 1 Mining lease claim.

In October 2021, the Company entered into an Option Agreement with E2gold Inc. (“E2gold”), please refer to press release dated October 14, 2021 and Note 9 of the audited financial statements for details.

In July 2023, the Company has recorded the $150,000 cash payment as revenue when E2gold noticed to terminate the Option Agreement. The company remain 100% of the ownership due to E2gold has not fulfilled the liability in the agreement.

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Golden Share Resources Corporation Management discussion and analysis for the nine months period ended September 30, 2024

In May 2024, the Company entered into an Option Agreement with Delta Resources Limited to earn in 100% interests in the Band-Ore Project, please refer to the press releases dated May 24, 2024 and July 10,

2024 for details. SELECTED FINANCIAL INFORMATION

FINANCIAL POSITION ANALYSIS

Summary Balance Sheet as of September 30, 2024, December 31, 2023 and 2022 are shown below for the Company.

	September 30, 2024	December 31, 2023	December 31, 2022
	$	$	$
Assets	460,134	433,289	655,449
Liabilities	655,772	487,954	525,510
Equity	(195,638)	(54,665)	129,939

ASSETS

Total assets on September 30, 2024 are $460,134, compared to $433,289 at December 31, 2023, an increase of $26,845 mainly due to a increase of cash of $35,199 for the fund of $100,000 received from Delta Resources for the options agreement related to the Band Ore project, which the increase was offset by the payment the general expense, prepaid expense of $8,356 and other financial assets of $3,318.

LIABILITIES

Total liabilities on September 30, 2024 are $655,772, compared to $487,954 at December 31, 2023, an increase of $167,818. The company increased the deferred revenue of the $100,000, loans payable of $38,431 and accounts payable and accrued liabilities of $29,387.

EQUITY

Total equity on September 30, 2024 was a deficit of $195,638 compared to the deficit of $54,665 at December 31, 2023, an crease of $140,973 due to the net loss.

OPERATING RESULTS ANALYSIS

Readers are invited to take into consideration the operation results of Golden Share Resources Corporation for the three-month and nine-month periods ended September 30, 2024 and 2023.

	September 30, 2024 (3 months)	September 30, 2024 (3 months)	September 30, 2024 (9 months)	September 30, 2024 (9 months)
	$	$	$	$
Other Revenue	-	150,000	10,000	172,500
Exploration and evaluation expenditures	(2,460)	(32,237)	(5,985)	(138,502)
Administrative expenses	(40,979)	(38,795)	(126,367)	(147,690)
Financial expense	(6,390)	(6,531)	(18,586)	(18,712)
Other comprehensive income	-	(1,030)	(35)	(1,030)
Net income before income taxes	(49,829)	71,407	(140,973)	(133,434)
Basic and diluted net loss per common share	(0.001)	0.001	(0.003)	(0.003)

The above three-month and nine-month periods net income (loss) difference between the two comparative periods is due to the following major variations:

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Golden Share Resources Corporation

Management discussion and analysis for the nine months period ended September 30, 2024

Other Revenue

During the nine-month period ended September 30, 2024, the Company received compensation of $10,000 (2023-$22,500) from Hydro One Networks Inc to access 3 patented claims, during the nine-month period ended September 30, 2023, the company also recognized the $150,000 revenue for Bandore project due to E2gold terminate the Option Agreement before fulfilling its liability.

Exploration and evaluation expenditures

For the nine-month period ended September 30, 2024, the Company incurred exploration and evaluation expenditures totalling $5,985. During the comparable period in 2023, the Company incurred exploration and evaluation expenditures totalling $138,502, mainly on the Ogoki project of $104,150 for the detailed airborne magnetic survey.

Administrative expenses

For the nine-month period ended September 30, 2024, the Company incurred $126,367 (2023 - $147,690). Compared to the comparable period in 2023, the Company decreased in professional fees of $19,374, investor-relations services of $1,970 and office and general of $1,736. The detail of the administrative expenses is as follows:

	September 30, 2024 (3 months) $	September 30, 2024 (3 months)	September 30, 2024 (9months)	September 30, 2024 (9months)
		$	$	$
Salaries and related expenses	12,000	12,000	36,000	36,000
Management fees	12,000	12,000	36,000	36,000
Professional services	2,500	6,700	10,080	29,454
Investor-related fees	730	-	1,460	3,430
Transfer agent fees	8,189	3,476	13,553	13,179
Regulatoryfees	1,195	274	16,237	14,854
Office andgeneral	4,365	4,345	13,037	14,773
Total	40,979	38,795	126,367	147,690

Financial expenses

For the nine-month period ended September 30, 2024, the Company incurred financial expenses of $18,586 (2023 - $18,712). Most of the financial expense was accrued interest costs, please refer to the Note 6 of the unaudited financial statements for details.

CASH FLOW ANALYSIS

	September 30, 2024 (3months)	September 30, 2024 (3months)	September 30, 2024 (9months)	September 30, 2024 (9months)
	$	$	$	$
Operating activities	(59,656)	(24,373)	(88,084)	(144,339)
Investing activities	100,000	-	103,283	-
Financing activities	-	-	20,000	-

Operating Activities

During the nine-month period ended September 30, 2024, the operating activities cash flow decreased by $88,084 mainly for general operation expenditure.

Investing Activities

During the nine-month period ended September 30, 2024, the Company sold part of the marketable security and generated $3,283 cash inflow and the Company received $100,000 from Delta Resources for the Option Agreement of Band Ore Project, while there is no investing activity during the comparable period in 2023.

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Golden Share Resources Corporation Management discussion and analysis for the nine months period ended September 30, 2024

Financing Activities

The Company received $20,000 free interest loan during the nine-month period ended September 30, 2024, while there is no financing activities during the comparable period in 2023.

QUARTERLY RESULTS TREND (IN THOUSANDS OF $)

The operating results for each of the last eight quarters are presented in the following table. Management considers that the information for each of these quarters is determined in the same way as Golden Share’s audited financial statements for the year ended December 31, 2023.

		2024			2023	2023		2022
	Q3	Q2	Q1	Q4	Q3	Q2	Q1	Q4
	$	$	$	$	$	$	$	$
Revenue	-	-	1	-	150	-	23	-
Net income and other comprehensive income	(50)	(46)	(45)	(51)	71	(70)	(135)	(178)
Basic and diluted net income per common share	(0.001)	(0.001)	(0.001)	(0.001)	0.002	(0.001)	(0.003)	(0.004)

LIQUIDITY, CAPITAL RESOURCES AND SOURCES OF FINANCING

The Company has a history of operating losses. To date, the Company has been financed primarily through share issuance and disposal of non-core assets.

As of September 30, 2024, the Company had a cash position of $52,512 and a negative working capital of $195,638 The Company believes it will not have sufficient liquidity to fund its operations and capital needs for the next 12 months and consequently intends to raise capital to generate cash in sufficient amounts to meet its planned business objectives.

The Company has to make a cash payment to fulfill its commitments related to its land tax for the patent and mining lease owned by the Company. The following is a cash payment schedule of future obligations required annually.

	2024	2025	2026
Band-Orepatent/miningLease	-	$5,980	$5,980

Note: The Land tax may vary in future years, as it is evaluated by the government annually. The above estimate of land tax is based on the 2024 payment. The annual payments are required while the Company holds the patent rights and mining lease.

INFORMATION ON OUTSTANDING SECURITIES

The following table sets out the number of common shares, warrants and options outstanding as of the date hereof:

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Golden Share Resources Corporation

Management discussion and analysis for the nine months period ended September 30, 2024

Commonsharesissued and outstanding	48,186,345
Potential issuance ofcommonshares
Warrants	-
Options	2,495,000
Fully diluted shares	50,681,345

RELATED PARTY TRANSACTIONS

Please refer to Note 12 of the unaudited financial statements for key management personnel compensation. The Company has not entered any other related party transaction.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

ESTIMATES, JUDGMENTS AND ASSUMPTIONS

The Company prepares its audited financial statements in accordance with International Financial Reporting Standards ("IFRS"), which require management to make estimates and assumptions that affect the amounts of its assets and liabilities, the information provided with regard to future assets and liabilities as well as the amounts of revenues and expenses for the relevant periods.

The elements in the financial statements that require more use of estimates include share-based payments evaluation and income taxes. Actual results may differ from these estimates, but management believes they will not result in material changes versus the results being presented. Readers are invited to refer to the audited financial statements for the year ended December 31, 2023 for a full description of the significant accounting policies of the Company at that date.

FUTURE CHANGES IN ACCOUNTING POLICIES

At the date of authorization of these financial statements, certain new standards, amendments and interpretations to existing standards have been published by the International Accounting Standards Board (IASB) but are not yet effective and have not been adopted early by the Company.

Management anticipates that all of the relevant pronouncements will be adopted in the Company's accounting policies for the first period beginning after the effective date of the pronouncement. Readers are invited to refer to the audited financial statements for the year ended December 31, 2023 for a full description of these new standards.

GOING CONCERN ASSUMPTION

The Company’s audited financial statements were prepared according to the IFRS, and under the going concern assumption. They do not reflect adjustments that should be made to the book value of assets and liabilities, the reported amounts of income and expenses and the classification of balance sheet postings if the going concern assumption was unfounded. These adjustments could be important.

TRENDS

Mineral exploration is a speculative venture. There is no certainty that exploration and development expenditures will result in discoveries of minerals in commercial quantities. The long-term profitability of the Company’s operations will in part be related to the success of its exploration programs, which may be affected by a number of factors that are beyond the control of the Company.

When managing capital, the Company’s objectives are to ensure the entity continues as a going concern as well as to maintain optimal returns to shareholders and benefits for other stakeholders. Management adjusts

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Golden Share Resources Corporation Management discussion and analysis for the nine months period ended September 30, 2024

the capital structure as necessary in order to support the acquisition and exploration of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management team to manage its capital.

The properties in which the Company currently has an interest are in the exploration stage. As such, the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. The Company will continue to assess new opportunities and seek to acquire interests in additional properties if there is sufficient geologic or economic potential and if it has adequate financial resources available to do so.

RISKS RELATED TO FINANCIAL INSTRUMENTS

Readers are invited to refer to Note 14 of the audited financial statements for the year ended December 31, 2023, for a full description of these risks.

RISKS

All of the resource properties in which the Company has are at the exploration stage only and are without a known body of commercial ore or minerals. Substantial expenditures are required for our exploration programs and the development of reserves. In the absence of cash flow from operations, the Company relies on capital markets to fund its exploration and evaluation activities.

Capital market conditions and other unforeseeable events may impact the Company’s ability to finance and develop its projects.

While discovery may result in substantial rewards, few exploration properties ultimately evolve into producing mines. Major expenditures are required to identify, confirm reserves and to construct mining and processing facilities. It is impossible to know whether the Company’s current exploration programs will ultimately result in a profitable commercial mining operation.

A number of factors determine the economic viability of a property. They include the size of the deposit; the quantity, quality and average unit of the reserves; the proximity of the deposit to existing infrastructure; the estimated development and operating costs; the financing costs and the project cash flows; the prevailing prices and markets and the competitive nature of the industry. And the key importance factors are governmental regulations, including those relating to taxes, royalties, land use, the environment, and interests and socio-economic impacts on affected communities.

In addition, although the Company has taken steps to verify that it holds good title to its mineral properties, there can be no guarantee that the Company’s title may not be subject to unregistered prior agreements, encumbrances or adverse regulatory requirements. The consequences of these risks cannot be accurately predicted, but any combination of them may impair the development of a deposit or render it uneconomic.

The Company intends to continue the evaluation and exploration of its properties subject to the availability of financing on acceptable terms. The Company intends to finance these activities either through existing financial resources or through additional equity or quasi-equity financing. However, there can be no assurance that the Company will be able to raise such additional equity.

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