Fosterville South Exploration : June 30, 2022 MD&A

Management's Discussion and Analysis

Period ended June 30, 2022

("Fosterville South" or "the Company")

FORM 51-102F1

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Introduction

This Management's Discussion and Analysis ("MD&A") of Fosterville South Exploration Ltd. including its subsidiaries, Currawong Resources Pty Ltd. (Australia), and Bendigo Gold Corp. (Canada) is the responsibility of management and covers the three and six-month periods ended June 30, 2022. The MD&A takes into account information available up to and including August 11, 2022 and should be read together with the condensed consolidated interim financial statements for the period ended June 30, 2022 and 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 OTCQX Board of 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."

Fosterville South Exploration Ltd.

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Management's Discussion and Analysis

Period ended June 30, 2022

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, Providence Project, Walhalla Gold Belt Project and the Beechworth Project.

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 period ended June 30, 2022 the Company:

• 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 reported that it has commenced a diamond drilling program at the Lauriston Project, on the Comet target to confirm the structural controls of the wide zones of gold mineralization that were discovered during initial reconnaissance work in 2021. The Company has concurrently accelerated drilling at the Reedy Creek target within the Providence Project. Two of the three rigs at Reedy Creek are diamond rigs while the other is a reverse circulation rig. For more information please refer to the news release dated March 15, 2022.
• On April 27, 2022 the Company reported that the maiden percussion drilling program at Thompson Reef and Price of Wales Reef within the Reedy Creek target of the Providence Project in Victoria, Australia has returned strong gold grades. Additional assays are pending from the drilling at high priority gold targets at Reedy Creek. To the northwest of the high-grade discovery hole at Weineroider Ridge, also at Reedy Creek, the prince of Wales Reef was reverse circulation drilled over a strike length of 300m in 6 holes. Drill hole PWR01 returned 6m at 2.98 g/t Gold from 53m, including 2m at 7.58 g/t Gold; drillhole PWR02 returned 1m at 19.5 g/t Gold from 22.0 prior to intersecting a 9-meter stope. Reverse circulation hole PWR04 returned 3m at 4.81 g/t Au from 12m and 6m at 1.51 g/t from 51m. Drillhole PWR06 was abandoned in mineralization due to drilling difficulties. For more information, please refer to the news release dated April 27, 2022.
• On August 5, 2022 the Company released gold assay results from drilling at the Comet/New Trojan prospect at the Lauriston project, the Golden Mountain project and the Providence project. Gold assays received included 13.4m of 2.08 g/t Gold from 288.1m in diamond drill hole GMDH55 at Golden Mountain and 9m at 1.35 g/t Gold from 58m in reverse circulation hole CRC15 at the Comet prospect (Lauriston Gold Project).

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

Fosterville South Exploration Ltd.

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Management's Discussion and Analysis

Period ended June 30, 2022

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.

Based on the initial positive results received to date, the Company intends to continue the drilling program at Golden Mountain. The goal of drilling is to better understand the scope and size of the mineralization and to ultimately define potential resources and reserves.

The Company has completed initial fieldwork at the Lauriston Gold Project, designed to further define drilling targets and has commenced drilling. Over the coming year, the Company intends to continue the evaluation at Lauriston on these initial drill targets as well as continuing to identify and assess additional targets.

In addition to drilling at the Golden Mountain Project and Lauriston Project and Beechworth Project, which are current priority projects for fieldwork, the Company continues to assess other projects within its portfolio and will work to advance other projects within the portfolio to a drill ready state. This process includes but is not limited to fieldwork, advancing permits and securing access agreements.

While the Company is active on the ground via the drill campaigns at the Golden Mountain Project, Beechworth and at the Lauriston Project, 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 proposed for the Avoca Project and Timor Project which completed in early 2021. The Company believes that the large strategic land position of compelling projects it has acquired in Victoria will present multiple 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.

COVID-19

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic and since March 2020, measures have been implanted in the countries in which the Company operates in response to the impact of the coronavirus. 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, potentially leading to an economic downturn. The Company's business travel has been restricted and various business operations, including permitting processes and exploration mobilization have seen delays. As at June 30, 2022 the pandemic has not had a material impact on the Company as the Company's management focuses on taking measures to mitigate the effects. It is not possible for the Company to fully predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company's business or results of operations at this time.

Fosterville South Exploration Ltd.

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Management's Discussion and Analysis

Period ended June 30, 2022

EXPLORATION PROJECTS

Lauriston Gold Project, Victoria, Australia

The Lauriston property (EL006656), known as the Lauriston Gold Project, is held 100% through its wholly owned subsidiary, Currawong Resources P/L. Below is a summary of the project, for additional information please refer to the the Lauriston Gold Project Technical Report, which is available under the Company's profile on the SEDAR website at www.sedar.com.

Property description and summary

The Lauriston Gold Project initially comprised of one tenement, an exploration license of 287 km2, which was reduced to 215 km2 on June 23, 2021, covering the same stratigraphic and structural setting trend as the Fosterville Gold Mine (owned by Agnico Eagle Mines Ltd.). Granting of the Blackwood (EL007044) and Trentham (EL007045) tenements on the 28 March 2022 has expanded the project by a further 41 km2. The tenements occur along the western margin of the Selwyn Block and has an extensive history of hard rock and alluvial gold production.

Bendigo style saddle and trough reefs occur within the property as well as subvertical shear zone style gold and quartz vein mineralisation which occasionally have epizonal characteristics. The Lauriston Gold Project has metallogenic indications of Fosterville Gold Mine style epizonal gold deposits but has not been explored for these types of deposits, particularly as they were not recognised as to their significance until recently.

Gold mineralisation is hosted by Ordovician slates and sandstones, as well as in association with igneous dykes, either with quartz veins or as sulphide disseminations of arsenopyrite - pyrite ± stibnite.

Fosterville South Exploration Ltd.

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Management's Discussion and Analysis

Period ended June 30, 2022

Property Location:

The Lauriston Gold Project is located in the central part of the State of Victoria, Australia, situated approximately 100 km northwest from the capital of Melbourne. The Lauriston Gold Project is south of and adjoining Agnico Eagle's Fosterville Gold Project which as of December 31, 2021, has reported proven and probable reserves of 5.6 million tonnes for 1.8 million ounces at 10.3 g/t Au. Mineralization at Angico Eagle's Fosterville Gold Project is not necessarily indicative of mineralization at the Lauriston Gold Project.

Exploration plans:

The focus of the Company's exploration program is to explore within the property for gold deposits analogous in style and type to the Fosterville Gold Mine further north of Lauriston. These epizonal deposits are associated with the Tabberabberan orogeny of the Mid-Devonian and have a characteristic metallogenic signature of Au-As-Sb mineralisation. The epizonal deposits of Central Victoria are distinctly different to the Early Devonian Bindian orogenic mesozonal gold mineralisation of the Ballarat and Bendigo goldfields found further west and northwest. The Bendigo goldfield is also on strike to the Lauriston goldfield and the mineralisation present at Lauriston has characteristics in common with both the Bendigo and Fosterville goldfield due to overprinting of the mineralisation styles.

To date, there have been 11 prospects drilled, within various parts of the license, with 108 RC drill holes completed for 8620 m, as well as 7 diamond holes for 1299 m. The more successful exploration results have been from the Energetic, Comet and Trojan prospects.

At the Energetic prospect, 21 RC holes were drilled for 1805 meters and 3 diamond holes for 418 meters. The best intersection is hole EN013 with 4 m at 4.05 g/t Au from 51 m. A widespread supergene zone of gold mineralisation occurs, which is open to the north, south and east.

At the Comet prospect 14 RC drill holes have been completed for 1248 m, with better results of CRC01 with 3 m at 5.96 g/t Au from 70 m, CRC04 with 13 m at 1.25 g/t Au from 105 m and more recently CRC15 with 9 meters at 1.35 g/t Au from 58 meters. Drilling recommenced in March 2022 at the Comet prospect with 10 RC drill holes completed for 813 m and 3 diamond drill holes for 749 m targeting the Comet fault zone established from anomalous soil geochemistry and old gold workings, which is approximately 1 km in strike length. The diamond drilling confirmed the complex structural geology of the mineralisation present in the central part of the Comet prospect. Gold mineralisation was intersected in most drill holes, especially those drill holes that were drilled in the southern part of the prospect where the mineralised structure is more predictable. An Induced Polarisation geophysical survey is scheduled for August 2022. Further drilling is planned at the Comet prospect in the September 2022. A drill permit for the northern portion of the Comet prospect remains pending.

Following on from the drilling at Comet prospect, drilling commenced at the New Trojan 2.5 km north of Comet prospect and

1.4 km further north at the North New Trojan prospects, aimed at testing soil geochemical anomalies associated with minor old workings where extensive anomalous Au-As-Sb mineralisation has been established from grid-based soil sampling for 2.6 km strike length. A program of RC percussion drilling was carried out consisting of 15 RC drill holes for 1328 m at New Trojan and 3 RC drill holes for 269 m at North New Trojan.

The initial New Trojan prospect RC drilling yielded assay results of hole TR05 intersected 11m at 0.79 g/t Gold from 27m and reverse circulation hole TR10 intersected 6m at 0.94 g/t Gold from 27m. Similar to the Comet prospect, a significant portion of the drill holes intersected gold mineralization. Some assays remain pending for the latter four percussion drill holes. Overall, this program has covered a strike length of 700 meters, with the initial access restricted by the hilly terrain and weather conditions.

At the North New Trojan Prospect, which is 1.4 kilometers to the north of the New Trojan Prospect, the drill program consisted of an initial three reverse circulation holes to test ~200 meters of strike length of anomalous soil geochemistry. Reverse circulation hole NNT03 intersected 2m at 2.04 g/t Gold from 60m. Access to the main section of the North New Trojan prospect for further drilling awaits the government drilling permit approval, which also includes the strike interval between here and New Trojan prospect to the south.

A petrographic study is underway for details of the style of gold mineralisation present at the Comet and New Trojan prospects. Sulphide mineralisation of pyrite, arsenopyrite and stibnite (arsenic and antimony minerals) were observed in some of the drill cuttings at these prospects, thus supporting the epizonal gold mineralisation model.

Fosterville South Exploration Ltd.

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