Cross River Ventures : Management Discussion and Analysis ("MD&A") Q1 2022

CROSS RIVER VENTURES CORP

Management Discussion and Analysis ("MD&A")

for the year ended April 30,2022

The following discussion and analysis of the operations, results, and financial position of Cross River Ventures Corp. ("the Company") for the year ended April 30, 2022 should be read in conjunction with the Company's audited consolidated financial statements for the year ended January 31, 2022. The effective date of this report is June 27, 2022. All figures are presented in Canadian dollars, unless otherwise indicated.

COMPANY OVERVIEW AND CORPORATE HIGHLIGHTS

The Company was incorporated pursuant to the provisions of the Business Corporations Act (British Columbia) on April 11, 2017. The principal business of the Company is the identification, evaluation, exploration and acquisition of mineral properties.

On July 13, 2020, the Company completed its initial public offering ("IPO") on the Canadian Securities Exchange ("CSE"), which included the full exercise of the overallotment option, pursuant to which it has sold 4,600,000 common shares of the Company (the "Offered Shares") at a price of $0.10 per Offered Share to raise gross proceeds of $460,000.

On October 1, 2020, the Company closed a non-brokered private placement of 7,000,000 units at $0.25 per unit for gross proceeds of $1,750,000. Each unit consists of one common share and one half common share purchase warrant. Each warrant entitles the holder to purchase an additional common share at $0.40 per share for a period of two years from the date of closing of the private placement.

On November 13, 2020, the Company completed its mineral property acquisition agreement with Argo Gold Inc. ("Argo Gold") to acquire a 100% interest in the McVicar Lake Gold Project located in Northwestern Ontario. In consideration of the acquisition, the Company issued 2,500,000 common shares and paid $200,000 cash.

On November 17, 2020, the Company completed its acquisition of Northern Dominion Metals Corporation ("NDMC"). NDMC is a privately-held mineral exploration company which holds rights to acquire interests in a series of gold exploration projects located in Northwestern Ontario, Canada. In consideration of the acquisition, the Company issued 2,500,004 common shares.

On November 27, 2020, the Company completed its expansion of the McVicar Lake Gold Project by acquiring an additional 4,360 hectares of mineral claims located in the vicinity of the McVicar Lake Gold Project. The new claims merge several blocks in the McVicar Lake area into one cohesive property and completes the consolidation of the Lang Lake Greenstone Belt. In consideration of the acquisition, the Company issued 1,000,000 common shares and $12,000 cash payment.

On December 23, 2020, the Company closed a flow-through private placement of 5,213,703 units at $0.37 per unit for gross proceeds of $1,929,070. Each unit consists of one common share and one half common share purchase warrant. Each warrant entitles the holder to purchase an additional common share at $0.40 per share for a period of two years from the date of closing of the private placement.

On April 20, 2021, the Company issued 4,737,500 units at a price of $0.20 in a private placement financing. Each unit consisted of one common share and one half share purchase warrant exercisable at $0.30 per share, expiring two years from the date of issuance. The Company has recorded $805,375 towards share capital and $142,125 to the share purchase warrants. In conjunction with the private placement financing, the Company paid share issuance

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costs of $38,230 and issued 75,000 finder's common shares and 155,500 finder's share purchase warrants exercisable at $0.30 per share, expiring two years from the date of issuance. The finder's share purchase warrants were valued at $19,000.

On April 13, 2021, the Company entered into a Mineral Property Option Agreement (the "Option Agreement") with Gravel Ridge Resources Ltd. and 1544230 Ontario Inc. (the "Vendors") to acquire 100% interest of Lower Manitou Gold Project (the "Project"), located in Ontario. In consideration of the acquisition, the Company is required to complete a series of cash payments totaling $78,000 and issuing a total of 400,000 common shares (the "Option Shares"). On April 22, 2021, the Company issued 200,000 Option shares and paid $26,000 cash to the Vendors. Upon completion of the required cash payment and issuance of the Option Shares, the Company shall grant a 1.5% NSR royalty in favour of the Vendors. 0.5% of the royalty can be acquired for a one-time cash payment of $500,000.

On June 29, 2021, the Company issued 200,000 common shares valued at $31,000 to an arms-length vendor for the expansion of the McVicar Project. The vendor is granted a 2% NSR royalty. 1% of the royalty may be repurchased at any time for a one-time cash payment of $1,000,000.

On December 15, 2021, the Company issued 11,275,730 flow-through units at a price of $0.14, and 8,625,400 non- flow through units at a price of $0.125 in a private placement financing. Each unit consisted of one common share and one half share purchase warrant exercisable at $0.20 per share, expiring three years from the date of issuance. The Company has recorded $2,557,272 towards share capital before allocating $169,136 to flow-through liability, and $99,506 to the share purchase warrants. In conjunction with the private placement financing, the Company paid share issuance costs of $101,503 and issued 214,200 common shares as finder's fee. The Company also issued 697,950 Finder's Share Purchase warrants exercisable at $0.20 per share, expiring three years from date of issuance. These were valued at $64,500.

On February 1, 2022, the Company issued 100,000 common shares valued at $17,500 for land acquisition and update preparations for the upcoming winter drill program at its 100% owned McVicar Gold Project. The Company acquired a series of four (4) mineral claims located in the vicinity of the Company's existing McVicar Lake Gold Project, located within the Superior Province, NW Ontario, Canada.

Acquisition of Northern Dominion Metals Corporation ("NDMC")

In 2020, the Company and the shareholders of NDMC entered into a definitive share purchase agreement, whereby the company agreed to acquire all of the outstanding share capital of NDMC (the "Acquisition"). NDMC was a privately-held mineral exploration company which holds rights to acquire interests in a series of gold exploration projects located in Northwestern Ontario, Canada. The Acquisition closed on November 17, 2020.

In consideration for the Acquisition, the Company issued 2,500,004 common shares with a value of $860,002 for all of the issued and outstanding shares of NDMC. Transaction costs associated with the Acquisition included $53,000 cash payment in option payment pursuant to the share purchase agreement and $7,838 legal costs.

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This acquisition was recorded as an asset acquisition with the net purchase price being allocated to the assets acquired and liabilities assumed as follows:

Considerations:
Fair value of 2,500,004 common shares issued	$	860,002
Transaction costs		60,838
		920,840
Allocated to the net assets acquired:
Cash	$	7,000
Accounts payable and accrued liabilities		(7,000)
Mineral exploration and evaluation assets		920,840
	$	920,840

MINERAL PROPERTYACQUISTIONS & EXPLORATIONS
Acquisition Costs Summary						McVicar Lake Gold
					Fuchsite		Project, Uchi Belt
			Tahsis		Lake Gold		Properties and
			property,		Project, ON,		Dryden Area Project,
			BC, Canada		Canada		ON, Canada		Total
	As at January 31, 2020		20,000	$	-		-	$	20,000
	Acquisition of NDMC		-		-		920,840		920,840
	Option payment - cash		-		-		212,000		212,000
	Option payment - shares		30,000		200,000		1,174,000		1,404,000
	Write-off		(50,000)		-		-		(50,000)
	As at January 31, 2021		-		200,000		2,306,840		2,506,840
	Option payment - cash		-		75,000		136,000		211,000
	Option payment - shares		-		68,000		66,000		134,000
	As at January 31, 2022	$	-		343,000	$	2,508,840	$	2,851,840
	Option payment - cash		-		-		39,500		39,500
	Option payment - shares		-		-		26,000		26,000
	As at April 30, 2022	$	-	$	343,000	$	2,574,340	$	2,917,340

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Exploration and Evaluation Expenditures Summary
				Fuchsite		McVicar Lake
					Gold Project,
		Tahsis		Lake		Uchi Belt
			Gold		Properties and
		property,		Project,		Dryden Area
		BC,		ON,		Projects, ON,
For the year ended April 30, 2022		Canada		Canada		Canada		Total
Camp and General		-	$	-		1,407,319	$	1,407,319
Geological and geophysical		-		-		1,156,212		1,156,212
Technical reporting		-		-		12,000		12,000
Total exploration expenditures for the
three months ended April 30, 2022		-	$	-		2,575,531	$	2,575,531
For the year ended April 30, 2021
Camp and General	$	-	$	-	$	-	$	-
Geological and geophysical		11,667		36,333		43,034		94,034
Technical reporting		3,000				-		3,000
Total exploration expenditures for the
year ended April 30, 2021	$	14,667	$	36,333	$	43,034	$	94,034

McVicar Lake Gold Project, Uchi Belt Properties and Dryden Area Projects, Northwestern Ontario, Canada

1. McVicar Lake Gold Project
2. 1. Lang Lake Property

On May 15, 2020, NDMC entered into a property option agreement with 1544230 Ontario Inc. and Gravel Ridge Resources Ltd to acquire 100% interest of Lang Lake Property, located in Northwestern Ontario.

As part of the agreement, the Company is required to make cash payments, issue common shares of NDMC and make exploration expenditures according to the following schedule:

Date	Common Shares	Cash Payments
On execution of the Option Agreement	400,000 NDMC shares (issued)	$10,000 (paid)
("Effective date")
First anniversary of the Effective Date	250,000 NDMC shares (issued)	$10,000 (paid)
Second anniversary of the Effective Date	Nil	$16,000
Third anniversary of the Effective Date	Nil	$25,000
TOTAL	650,000	$61,000

The Lang Lake Property has a 1.5% NSR that can be reduced to 0.75% NSR with a payment of $500,000.

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1. McVicar Lake Property

On May 15, 2020, NDMC entered into a property option agreement with 1544230 Ontario Inc., Bounty Gold Corp. and Gravel Ridge Resources Ltd to acquire 100% interest of McVicar Lake Property, located in Northwestern Ontario.

As part of the agreement, the Company is required to make cash payments, issue common shares of NDMC and make exploration expenditures according to the following schedule:

Date	Common Shares	Cash Payments
On execution of the Option Agreement	300,000 NDMC shares (issued)	$20,000 (paid)
("Effective date")
First anniversary of the Effective Date	300,000 NDMC shares (issued)	$20,000 (paid)
Second anniversary of the Effective Date	Nil	$30,000
Third anniversary of the Effective Date	Nil	$45,000
TOTAL	600,000	$115,000

The McVicar Lake Property has a 1.5% NSR that can be reduced to 0.75% NSR with a payment of $500,000.

On November 10, 2020, the Company entered into a Mineral Property Acquisition Agreement (the "Option Agreement") with Argo Gold Inc. ("Argo Gold") to acquire 100% interest of McVicar Lake Property (the "Project"), located in Northwestern Ontario. In consideration of the acquisition, the Company issued 2,500,000 common shares valued at $860,000 ("Consideration Shares") and paid $200,000 cash to Argo Gold on November 13, 2020. Following the completion of the required issuance of the Consideration Shares, the Company shall grant a 2% NSR royalty in favour of Argo Gold. 1% of the royalty can be acquired for a one-time cash payment of $1,000,000.

On November 20, 2020, the Company entered into a mineral property acquisition agreement with Robert Carpenter (the "Vendor") to acquire a 100% interest in additional mineral claims located in the Company's existing McVicar Lake Gold Project, located in Northwestern Ontario. In consideration of the acquisition, the Company issued 1,000,000 common shares valued at $314,000 to a group of arm's-length parties including the Vendor on November 27, 2020 and paid $12,000 cash to the Vendor on December 4, 2020.

On June 29, 2021, the Company issued 200,000 common shares valued at $31,000 to an arms-length vendor for the expansion of the McVicar Project. The vendor is granted a 2% NSR royalty. 1% of the royalty may be repurchased at any time for a one-time cash payment of $1,000,000.

On February 1, 2022, the Company issued 100,000 common shares valued at $17,500 for land acquisition and update preparations for the upcoming winter drill program at its 100% owned McVicar Gold Project. The Company acquired a series of four (4) mineral claims located in the vicinity of the Company's existing McVicar Lake Gold Project, located within the Uchi Subprovince, NW Ontario, Canada.

1. Uchi Belt Properties and Dryden Area Project
   The Uchi Belt Properties comprise of i) Shabu Lake Property, ii) Maskooch Property, iii) Dent / Jackson-Manion Property and iv) Ear Falls Property. The Dryden Area Projects comprise of Manitou Fault Property and Lower Manitou Project.
   The Company acquired a portfolio of property options in Northern Ontario from its acquisition of NDMC.

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