Fosterville South Exploration : December 31, 2021 - Management Discussion and Analysis

("Fosterville South" or "the Company")

FORM 51-102F1

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2021

Introduction

This Management's Discussion and Analysis ("MD&A") of Fosterville South Exploration Ltd. including its subsidiaries, Currawong Resources Pty Ltd. ("Currawong") (Australia), and Bendigo Gold Corp. ("Bendigo") (Canada) is the responsibility of management and covers the year ended December 31, 2021. The MD&A takes into account information available up to and including April 7, 2022, and should be read together with the audited consolidated financial statements for the year ended December 31, 2021.

The Company was incorporated under the Business Corporations Act (British Columbia) on July 22, 2019. The Company's registered and records office is located at Suite 704 - 595 Howe Street, Vancouver, BC, V6C 2T5. The Company's head office is located at Suite 488-1190 West Georgia Street, Vancouver, BC V6E 3V7.

The Company's shares commended trading on the TSX Venture Exchange ("TSX-V") on April 14, 2020, under the symbol FSX. The Company's shares are also quoted on the U.S. OTC Markets Platform under the symbol "FSXLF".

Throughout this document the terms we, us, our, the Company and Fosterville South refer to Fosterville South Exploration Ltd. All financial information in this document is prepared in accordance with International Financial Reporting Standards ("IFRS") and is presented in Canadian dollars unless otherwise indicated.

This document contains forward-looking statements. Please refer to "Note Regarding Forward-Looking Statements."

Description of Business

The Company is in the business of acquiring and exploring mineral resource properties in the State of Victoria, Australia. The Company's principal properties are the 100% owned Lauriston Gold Project, Golden Mountain Project, Moormbool Project and Providence Project.

In addition, the Company continues to investigate, acquire and/or stake additional tenements in Victoria, including the Walhalla Gold Belt Project and the Beechworth Project, as described in the exploration projects and performance summary below.

During the year, the Company completed the spin-out of the Timor and Avoca projects, as described in the Leviathan Spin-Out summary below.

Please refer to the "Exploration Projects" section below for the acquisition and project details on all the projects.

Performance Summary and Subsequent Events

During the year ended December 31, 2021, the Company:

• • On March 10, 2021, the Company announced new gold assay results from the continuing drill program at its Energetic Reefs prospect located within the Lauriston Gold Project in Victoria, Australia, and final assays from 2020 drilling at Golden Mountain.

  At Lauriston, multiple shallow holes being reported intersected lengthy zones of gold mineralization, such as EN007, which returned 13 metres at 1.02 g/t Au, including one metre at 9.50 g/t Au from 44 to 57 metres. The drilling provided key information into the complexity of the mineralization of the breached saddle reef structure and its associated strong halo of mineralization that forms the Energetic Reefs prospect.

• • On March 17, 2021, the Company announced new gold assay results from rock-chip samples collected as part of the continuing exploration program at Enoch's Point (which forms part of the Walhalla Gold Belt Project), being conducted in preparation for drilling.

  Highlight sample assays include CR12969, which graded 179 grams per tonne gold; CR13069, which graded 155 g/t gold; and CR13017 (obtained from a dike outcrop), which graded 16.8 g/t gold (see table under 'Exploration Projects' for details).

• • On April 19, 2021, the Company announced the grant of incentive stock options for the purchase of a total of 3.6 million common shares to employees, technical staff, directors, and consultants of the Company, pursuant to the terms of the Company's stock option plan. The options are exercisable at a price of $1.57 per share for a period of five years.

• • On May 20, 2021, the Company reported the results of a soil sampling program at Enoch's Point goldfield (Walhalla Gold Belt Project) and Reedy Creek goldfield (Providence Project) that detected five significant As-Sb epizonal anomalies. Soil sampling and assaying in the areas are ongoing.

  Epizonal gold mineralized systems have arsenic-antimony mineralisation haloes that are used as trace element pathfinders, such that the larger the halo then the larger the potential gold mineralization.

• • On May 20, 2021, the Company announced that it had been strategically expanding the footprint of the land package and through its wholly owned subsidiary, Currawong, has increased the size of its Walhalla Gold Belt Project by filing two additional tenement applications totaling 218 km2. These new tenement applications border the Enoch's Point, Harbinger and Pinnacles tenements. The Company now holds contiguous tenements and tenement applications covering approximately 72km of strike in the western and central parts of the Walhalla Gold Belt.

• • On June 18, 2021, the Company announced that it had mobilized a drill rig to commence drilling at its Beechworth gold project, located within the Tabberabbera zone in the state of Victoria, Australia. The Company's drill program will be at depth beneath historic high-grade gold mines.

• • On July 2, 2021, the Company announced that it had received positive results, including multiple high-grade gold assays, from recent sampling at Beechworth. This program was conducted in preparation for drilling additional targets to the current Taff and Bon Accord prospect drill program underway within the large Beechworth project area. Highlights included:

  • o Rock chip assays for 173 samples from 45 gold prospects yield gold grades including 54 grams per tonne (g/t) gold (Au);

  • o Grid-based soil sampling of 2,515 samples covering 10.5 square kilometres (km) completed;

  • o 68 drill hole program designed based on these fieldwork results designed to test multiple high-priority targets.

• • On July 14, 2021, the Company announced that it began trading on the OTCQX Best Market. The OTCQX Best Market provides value and convenience to United States investors, brokers and institutions seeking to trade Fosterville South shares under the ticker symbol FSXLF. The OTCQX Best Market is OTC Markets Group's premier market for established, investor-focused U.S. and international companies. To be eligible, companies must: meet high financial standards; follow best practice corporate governance; demonstrate compliance with U.S. securities laws; be current in their disclosure; and have a professional third-party sponsor introduction.

• • On July 29, 2021, the Company announced a new discovery at Golden Mountain and drilling results at Lauriston and Beechworth projects. Highlights include:

  • o Golden Mountain - Two reverse circulation holes confirmed significant mineralization associated with the Cross fault, located 100 metres west of the Golden Mountain deposit. Gold intervals included 21GMRC006 that returned 20 metres (m) at 1.53 grams per tonne (g/t) gold (Au) and 21GMRC001 that returned 2 m at 7.05 g/t Au.

  • o Lauriston Project - Drilling at the Comet, Energetic and Keath's Reward targets resulted in multiple good gold intercepts at shallow depths and will serve to guide further drilling, including deeper holes in the next phase. Reverse circulation drilling at the Energetic target encountered a wide zone of supergene gold mineralization up to approximately 10 m thick which remains open to the east and along strike to the north and south. Gold intervals included EN007 that returned 13 m at 1.02 g/t Au and EN0014 that returned 9 m at 1.44 g/t Au. Multiple intervals at the Comet target encountered strong gold grades, including CRC01 that returned 10 m at 2.09 g/t Au and CRC04 that returned 14 m at 1.19 g/t Au.

  • o Beechworth - Initial drilling at the Bon Accord prospect covered 200 m of strike length in four sections of two drill holes each. The eight drill holes amounted to 492 m. The most significant result is the deeper drill hole BA08 which intersected 11 m at 0.52 g/t Au immediately prior to entering an old stope. A follow-up drill program is planned to drill beneath the old stopes and along strike to holes BA07 and BA08, in search of extensions to the former high-grade mineralization

  • o Moormbool project - Fosterville South drilled a total of 29 holes totalling 1,452 m at the Gleeson prospect located within the Moormbool project. The purpose of the drill program was to investigate the source of secondary gold mineralization by drilling angle holes through to the bedrock. The results resulted in minor gold mineralization associated with the basement of an alluvial flood plain deposit. The source of this widespread shallow alluvial gold and arsenic mineralization has not yet been established.

• • On August 9, 2021, the Company announced that its initial drilling at the Reedy Creek goldfield within the Providence project in Victoria, Australia, had returned high-grade gold assays during reconnaissance reverse circulation drilling of a previously undrilled geochemical anomaly located within one of two ridge targets recently identified by the Company.

  The Company is conducting the first modern exploration of the Reedy Creek Goldfield, which has included various geochemical sampling programs in preparation of drilling that has now commenced. These assays reported today in drill hole RWR13 (11 m at 31.34 grams per tonne gold including four m at 80.05 g/t gold) are from an area of the goldfield that has been the subject of no historic drilling. The gold mineralization intersected in the drilling is present as a zone of significant quartz veining with fine grained disseminated stibnite and pyrite. The strike and dip of the mineralized intercept is not yet known, and further drilling is planned in the coming weeks.

• • On September 27, 2021, the Company provided an update on the initial drilling at Reedy Creek goldfield within the Providence project in Victoria, Australia. The Company announced that they had signed a drill contract with the operator of a diamond drill rig to commence core drilling in the vicinity of the RWR13 discovery hole as mentioned above.

• • On October 14, 2021, the Company reported that initial diamond drilling at the Reedy Creek goldfield within the Providence Project in Victoria, Australia has returned high-grade gold assays. The Company was carrying out a diamond drill program to test the zones of gold mineralization discovered at Reedy Creek in August 2021. The initial diamond drill hole has been drilled at a different azimuth to obliquely target the same region as the discovery hole, RWD01, and intersected 0.7 m at 238.1 g/t Gold from 68.70 m and 0.80 m at 22.5 g/t Gold from 40.80 m. The mineralization is of similar character to that found in discovery hole RWR13 (11 m at 31.34 g/t Gold including 4 m at 80.05 g/t Gold), albeit with a narrower width. The gold mineralisation intersected in the drilling is present as a zone of significant quartz veining with fine grained disseminated gold, stibnite and pyrite. The strike and dip of the mineralized intercept is not yet known and drilling and structural data analysis is ongoing. The lower quartz vein present in the drill hole is quite oblique to the core axis and the initial structural interpretation is that it has a subvertical dip with a true width of approximately 0.5m.

• • On October 15, 2021, the Company reported initial diamond drilling at the Homeward Bound prospect within the Beechworth Gold Project in Victoria, Australia which returned strong grade gold assays. The Company's initial diamond drill hole, HBDH001, intersected 8.6 m at 5.22 g/t Gold from 194.6 m, including 3.6 m at 10.72 g/t Gold from 196.8 m at the Homeward Bound prospect located at Hillsborough within the Beechworth Gold Project.

  Drill hole HBDH001 did not proceed below 203 m as it intersected old workings. As the Company anticipated mineralization below this point, a second diamond drill hole, HBDH002, commenced approximately 40 m below HBDH001. HBDH002 appears to have intersected two separate zones of intense silicification with significant arsenopyrite, similar to the gold mineralisation present in HBDH001.

  The Homeward Bound prospect is in the Hillsborough goldfield, which forms part of the Beechworth Gold Project, occurring in the Tabberabbera Zone on the eastern margin with the Omeo Zones of the Lachlan Fold Belt in Victoria. Several key gold prospects and associated fault structures have been identified within the Beechworth Gold Project based upon extensive geochemical sampling, geological & LIDAR mapping and limited previous drilling. These include various historical producing mines located within the Hurdle Flat goldfield (21,715 ounces of production at 15.32 g/t Au) and Hillsborough goldfield (47,492 ounces of production at 17.48 g/t Au). Mineralisation is typical of mesozonal orogenic gold deposits.

• • On November 5, 2021, the Company reported that a second drill rig has commenced drilling the Homeward Bound prospect on the Beechworth Gold Project in Victoria, Australia. This second rig at Homeward Bound, is a multipurpose rig capable of both reverse circulation percussion and diamond drilling.

Subsequent to December 31, 2021:

• • On January 18, 2022, the Company reported initial 2022 assays from drilling at the Homeward Bound and Bon Accord projects within the Beechworth Gold Project in Victoria, Australia. The results show that drilling has returned strong gold grades, with additional assays pending from drilling at high-priority gold target at Reedy Creek. Highlights included HBDH002, which intersected two separate zones with strong gold mineralization of 3.15 m of 3.38 g/t gold from 269.5 m and 4.4 m of 2.51 g/t gold from 256.6 m along with another three supporting gold mineralized zones totaling 29.7 m within an overall envelope of 56.6 m down-hole length. Please refer to the news release for complete results.

  The Company also announced that drilling will commence at two key gold projects, Golden Mountain and Lauriston Gold, in the first quarter of 2022.

For the complete news releases and for additional information please refer to the Company's website or to SEDAR (www.sedar.com).

Outlook

Since incorporation on July 22, 2019, the Company has acquired various projects in Victoria, Australia and has secured financing to advance the various projects.

After acquiring the projects, the Company has conducted geochemical sampling, obtained various drill permits, signed drilled contracts and prepared logistics for drilling multiple projects concurrently and to use the initial drill testing results to decide onfurther allocations of capital and time. Based on the initial positive results received to date, the Company intends to continue drilling programs at the Golden Mountain, Moormbool Providence projects (Reedy Creek goldfield), Beechworth Project and at the Lauriston Project. While drilling is occurring at existing drill-ready targets, the Company also intends to continue fieldwork including geological mapping and geochemical sampling to continue generating new targets for future work.

The goal of drilling is to better understand the scope and size of the mineralization and to ultimately define potential resources and reserves.

While the Company is active on the ground via the drill campaigns and target generation work, the Company will also continually assess how to best maximize shareholder value from other projects within its portfolio via corporate activities such as the spin out transaction of the Avoca Project and Timor Project, which completed during the year. The Company believes that the large strategic land position of compelling projects it has acquired in Victoria will present multiple corporate opportunities to identify and assess transactions that can potentially benefit shareholders going forward.

The Company will also continually assess new projects available in Victoria through the exploration tenement application process and also projects owned by other corporate entities. The Company's experience in Victoria and strong cash position puts it in a good position to expand its land holdings if the opportunity arises and therefore ongoing project identification and assessment work is occurring.

As the Company has no source of revenue at this time, it will continue to deplete capital to operate its drilling programs, fieldwork, office and administrative expenses and continual investigations of new projects and opportunities.

Leviathan Spin-Out

During the year ended December 31, 2020, the Company announced its board of directors had approved a spinout transaction, which completed during the quarter ended March 31, 2021.

On October 1, 2020, the Company entered into an Arrangement Agreement (the "Arrangement Agreement") with its formerly wholly owned subsidiary Leviathan Gold Ltd ("Leviathan") and an unrelated company incorporated under the laws of British Columbia, Leviathan Finance Ltd ("FinCo"). Under the terms of the Arrangement Agreement, the Company spun-out Leviathan and Leviathan's wholly owned subsidiary, Leviathan Gold (Australia) PTY Ltd ("Leviathan Australia"), (the "Transaction") on November 23, 2020, by way of a distribution of 67,907,831 shares of Leviathan to the Company's shareholders. The result of this distribution was that each Fosterville shareholder received shares in Leviathan proportionate to their share ownership in the Company. At the time of the spin-out of Leviathan shares, Leviathan did not hold any assets or liabilities and the Transaction was accounted for as a distribution to shareholders of nominal value that did not have an impact on the consolidated accounts of the Company.

Following the completion of the Transaction, FinCo completed a brokered financing of subscription receipts at $0.50 per subscription receipt for total gross proceeds of $12,914,000.

As part of the Arrangement Agreement, Currawong entered into an agreement to dispose of the Avoca and Timor Projects and certain other tenements (the "Avoca and Timor Projects") to Leviathan Australia for cash, at their fair value of $745,443 (AUD$764,081). Under the terms of the agreement, Leviathan Australia also assumed the underlying obligations of the Company and Currawong under the original purchase agreements.

Subsequent to the completion of the Transaction and prior to the completion of the acquisition of the Avoca and Timor Projects from Currawong, Leviathan caused 1274996 B.C Ltd., a newly-incorporated wholly owned subsidiary of Leviathan, to amalgamate with FinCo (the "Amalgamation"). Following the Amalgamation, Leviathan applied and received approval to list on the TSXV and commenced trading on February 10, 2021.

COVID-19

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally. The Company anticipates that travel bans and self-imposed quarantine periods will continue to inhibit some measure of operational efficiency for some time. Although the impact of the pandemic to the Company has not been significant, it is not possible to reliably estimate the length and severity of these conditions and the impact on the condition of the Company in future periods.