Gelum Resources : MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED APRIL 30, 2022

GELUM RESOURCES LTD. (formerly GELUM CAPITAL LTD.)

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2022

OVERVIEW

The following sets out the Management's Discussion and Analysis ("MD&A") of results of operations and financial condition of Gelum Resources Ltd. (formerly Gelum Capital Ltd.) (the "Company", "Gelum", "our" and "we") describing the operating and financial results of the Company for the year ended April 30, 2022 and 2021. The following MD&A should be read in conjunction with the Company's audited financial statements and related notes for the year ended April 30, 2022 copies of which are filed on the SEDAR website: www.sedar.com. The Company prepares its financial statements in accordance with International Financial Reporting Standards ("IFRS"). The audited financial statements of the Company are presented on a historical cost basis. All dollar figures included herein and in the following discussion and analysis are quoted in Canadian dollars unless otherwise noted.

The financial information in this MD&A is derived from the Company's financial statements prepared in accordance with IFRS. This MD&A may contain forward looking statements based on assumptions and judgments of management regarding events or results that may prove to be inaccurate as a result of risk factors beyond its control. Actual results may differ materially from the expected results.

COMPANY OVERVIEW

The Company was a publicly traded Canadian company listed on the Canadian Securities Exchange under the symbol 'JEM', with an emphasis on acquiring and developing oil and gas properties.

The Company ceased to be directly or indirectly engaged in oil and gas activities as of July 24, 2018. Its principal business is the identification and evaluation of assets, or a business, and once identified or evaluated, to negotiate the acquisition or participation in the business. On September 21, 2021 the Company received conditional listing approval from the Canadian Securities Exchange (the "CSE")

Effective September 24, 2021, the Company changed its name to Gelum Resources Ltd.

OVERALL PERFORMANCE

The Company will continue to seek new opportunities while maintaining the Company's status as a reporting issuer.

OPERATIONAL UPDATE

Under the terms of the Development Agreement signed on August 7, 2014, the Company paid $4,644,326 (US$4,153,378) to drill, complete and equip three development wells. In the initial phase of the project, 70% of gross proceeds flow to the Company in order to recover its investment. As at 30 April 2017, the Company had realized accumulated investment returns of $2,717,566 (US$2,139,390). During the year ended 30 April 2017, realized investment returns were $485,601 (US$371,483).

According to Central production reports, since the first well started producing oil in October, 2014 until October 26, 2016, gross cumulative production of the three wells drilled in the Catriel Oeste field reached 57,483 barrels of crude oil, generating net proceeds of $2,717,566 which represents the 70% stake that Jagercor received from the total sales of crude oil.

The Catriel Oeste concession expired on October 25, 2016. In January, Central advised Jagercor that Central continued to be involved in negotiations with the Rio Negro Province to extend the concession. Then Central advised Jagercor that the Province of Rio Negro rejected its offer, denying an extension of the concession agreement. Central has operated the Catriel Oeste oilfield until the end of February 2017. The Province transfered the asset (concession) to Provincial Hydrocarbons Company. As a result of Central's inability to obtain a concession extension, production rights over the 3 wells terminate.

The Development Agreement has been impacted (and effectively terminated) by Central's inability to obtain a concession extension.

On April 27, 2018, the Company sold its interest in its 57.64% owned subsidiary, Jagercor Energia Argentia SA (JEA) to a director of the Company for proceeds of 415,000 argentine pesos ($25,000).

During the year ended April 30, 2019, the Company received proceeds of $151,004 related to the sale and for partial repayment of a previously written-off loan to JEA resulting in a gain on loan receivable of $126,004.

The Company ceased to be directly or indirectly engaged in oil and gas activities. Its principal business is the identification and evaluation of assets, or a business, and once identified or evaluated, to negotiate the acquisition or participation in the business.

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The Company's main asset is the Eldorado Gold Property (the "Property"), located within the Bralorne-Bridge River Gold District in south-central British Columbia. On March 24, 2021 the Company entered into an option agreement to acquire 50% ownership interest in and to the Property and form a joint venture with the Optionor in respect of the Property, with the ability of the Company to acquire an additional 30% interest in the Property.

Eldorado Gold Property

The Eldorado Gold Property is located 22 kilometres north of the Bralorne mine, and 17 kilometres North of the community of Gold Bridge. The 7360-hectare property covers multiple polymetallic Minfile listings and two past-producing,small-scale mines that form the northern extent of the Bridge River - Bralorne/Pioneer orogenic gold system. It is underlain by the same rock units and lies along one of the main faults tied to mineralization within the system. Orogenic gold occurs in polymetallic sulphide veins and vein stockwork within broad quartz-carbonate alteration within the Eldorado granodiorite stock and surrounding volcanic, sedimentary, and serpentinized ultramafic rocks. These units are complexly juxtaposed along numerous faults associated with regional-scale structures linked to gold mineralization in the region.

The most recent drilling on the property in 2011 by GFE Exploration Corporation (five holes totaling 1379 metres) intersected numerous, widespread intervals of gold mineralization, including 1.22 metres of 32.6 g/t Au (0.94m true thickness) at 292 metres down-hole, where visible gold occurs within a quartz- carbonate-sulphide vein. This in turn occurs within a broader mineralized zone of 25.6 metres of 2.19 g/t Au between 270.58 - 296.18 metres.

Gelum completed surface geochemical sampling on the project in September 2021, collecting 62 rock samples and 485 soil samples. The sampling programme successfully extended the gold anomaly at Northern Lights to the south by about 500m, and the ridge sampling north of the Lucky Jem prospect extended that historical soil anomaly by about 500m to the north, albeit thick talus there precluded more detailed sampling and better definition of the anomaly.

In the spring of 2022, Geotech Airborne Geophysical Surveys ("Geotech") flew a 889 line-kilometre, 4000 Ha, VTEMTM survey carried out at a cost of $196,116.70. The survey was aimed at delineating subsurface, auriferous sulphide-bearing conductors (veins, breccias) that might have been missed in the geochemical sampling.

A recommended Phase 1, $2M, 3000 metre drill programme (10- 15 holes) with helicopter support is estimated to require approximately 6 weeks and cost $1.2 million.

In order to earn a 50% interest in the property, the Company must pay an aggregate $600,000 to the optionors and issue up to 2,800,000 common shares, a further 30% can be earned paying to the optionors $800,000 and issuing up to 2,400,000 common shares. In order to complete the 80% ownership during the five-year option period the company will conduct exploration expenditures totaling $4,250,000.

The Company entered into an agreement to acquire the Roxey claims. The claims are contiguous to the Eldorado Gold Property within the Bralorne-Bridge River Gold District in south-central British Columbia. In order to acquire a 100% right, title and interest in and to the mineral claims, the Company issued 4,000,000 common shares in the capital stock of the Company on August 12, 2021.

ML Property

On March 8, 2022, Gelum announced entering into an agreement under which Gelum may earn a 100% interest in the 8,736 ha (87 km2) ML land position, 6 kilometres from the Mt. Polley porphyry Cu-Aupast-producing mine (care and maintenance; Imperial Metals Corp.), 6 kilometres from Osisko's QR Deposit (past-producer) and 28 kilometres from the active Gibraltar porphyry Cu-Mo active mine (Taseko - 75%, Cariboo Copper Corp. - 25%), located in south-central British Columbia, Cariboo Mining District.

The ML copper-gold property, located in central British Columbia, is accessible year-round along the Likely Road, approximately 87 kilometres northeast of Williams Lake. The property is accessed along numerous logging roads. The 8,736-hectare property contains multiple ARIS copper and gold occurrences and is considered prospective for mesothermal gold and porphyry copper-gold-molybdenum deposits. Historical exploration is concentrated on the higher elevation terrain along the southeast edge of the property where favourable units crop out. Historical grab sampling at ML has yielded up to 1.01% Cu (Assessment Report 215842) and up to 0.65 g/t Au (Assessment Report 129033). A small drill programme in 1985 targeted a copper soil anomaly associated with a mineralized monzonite stock and adjacent volcanic and sedimentary units and comprised short (45 to 92m) holes that total 435m. This drilling did not adequately test the mineralized outcrops located northwest and upslope from the soil anomaly.

The historical sampling results described in the text and maps are solely included to demonstrate the presence or absence of mineralization. Rock grab samples are by definition selective and not intended to provide nor should be construed as a representative indication of grade or mineralization at the Project. Rock grab samples reported from the Project reflect a broad range in grade from below detection limit to the grades highlighted herein.

John Drobe, P.Geo., a qualified person as defined by NI 43-101, has reviewed the scientific and technical information and has approved the disclosure herein. Mr. Drobe is not independent of the Company as he is a consultant of the Company

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RESULTS OF OPERATIONS

Year ended April 30, 2022 and 2021

The Company reported net loss and comprehensive loss of $765,107 for the year ended April 30, 2022 (2021 -$165,628).

The Company's operating expenses for the year ended April 30, 2022, included the following:

Consulting expense of $156,270 (2021 - $15,000) increased due to the activities of the Company increasing to acquire various mineral property claims and increased need to expand management support.

General & administrative of $151,870 (2021 - $23,211), Office expense $145,526 (2021 - $7,632) and Property investigation $6,344 (2021 - $15,579) has increased compared to the same period of the previous year mainly due to increased office administration fees charged by Marval Office Management Ltd for services rendered.

Professional fees of $159,131 (2021 - $68,416) has increased due to the increase of activities of the Company which include mineral property acquisitions, financings, convertible note conversion and CSE re-listing application.

Share-based payments of $245,307 (2021 - $nil) has increased due to stock options granted during the year.

Interest expense of $11,384 (2021 - $20,992) and accretion expense of $22,002 (2021 - $28,339) related to convertible notes and loan payable.

SUMMARY OF ANNUAL RESULTS

The following is a summary of the Company's financial results for the three most recently completed financial years:

Year ended April 30	2022	2021	2020
Net loss	$765,107	$165,628	$158,813
Loss per share - basic and diluted	$0.03	$0.03	$0.03
Total assets	$1,966,255	$89,262	$16,061
Short-term liabilities	$213,281	$138,653	$527,041
Long-term liabilities	$Nil	$263,651	$215,582
Cash dividends declared per share	$Nil	$Nil	$Nil

During the year ended April 30, 2020, the Company focused on seeking new opportunities and working towards maintaining the Company's status as a reporting issuer. The statement of loss and comprehensive loss reflects the decrease in operations for the year ended April 30, 2020.

During the year ended April 30, 2021, the Company focused on acquiring the Eldorado Gold Project and maintaining the Company's status as a reporting issuer. The statement of loss and comprehensive loss reflects the increase in operations for the year ended April 30, 2021.

During the year ended April 30, 2022, the Company focused on exploring the Eldorado Gold Project and ML project and maintaining the Company's status as a reporting issuer. The statement of loss and comprehensive loss reflects the increase in operations for the year ended April 30, 2022.

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SUMMARY OF QUARTERLY RESULTS

The following is a summary of the Company's financial results for the eight most recently completed quarters:

For the quarter ended	Apr 30,	Jan 31,	Oct 31,	July 31,
	2022 - Q4 2022	2022 - Q3 2022	2021 - Q2 2022	2021 - Q1 2022
Net loss	($103,183)	($434,852)	($110,349)	($116,723)
Loss per share - basic and diluted	($0.00)	($0.02)	($0.00)	($0.01)
For the quarter ended	Apr 30,	Jan 31,	Oct 31,	July 31,
	2021 - Q4 2021	2021 - Q3 2021	2020 - Q2 2021	2020 - Q1 2021
Net loss	($74,087)	($39,322)	($34,434)	($17,785)
Loss per share - basic and diluted	($0.01)	($0.01)	($0.01)	($0.00)

The net loss in the quarters ended April 30, 2021, October 31, 2020, July 31, 2020 were primarily due to decreased operations due to the sale of JEA in the year ending April 30, 2018. The quarter ended April 30, 2021, July 31, 2021, October 31, 2021, January 31, 2022 and April 30, 2022 primarily consisted of increased costs associated with the acquisition of the Eldorado Gold Property, ML Project and listing on the CSE.

LIQUIDITY AND CAPITAL RESOURCES

As of April 30, 2022, the Company had a working capital surplus (deficit) of $520,085 (2021 - ($123,391)) and cash of $677,379 (2021 - $4,799). The increase in cash is explained during the year ended April 30, 2022, by net private placement financings totaling $1,792,825 (2021 - $Nil).

Share transactions:

During the year ended April 30, 2022 the Company issued the following:

1. On July 22, 2021, the Company closed a non-brokered private placement of 8,450,000 units at $0.10 per unit (the "Offering") for gross proceeds of $845,000. Each unit consisted of one common share in the capital of the Company and two separate one-half (1/2) of one common share purchase warrants (a "1/2 Warrant A" and a "1/2 Warrant B") and, respectively, each whole warrant, a "Warrant A" and a "Warrant B", and collectively the "Warrants".
   Each whole Warrant A entitles the holder to purchase one common share in the capital of the Company at an exercise price of $0.25 per share for a period of 24 months from issuance and, each whole Warrant B entitles the holder to purchase one common share in the capital of the Company at an exercise price of $0.50 per share for a period of 24 months from issuance. No value was attributed to the warrant component of the units issued.
   The Offering closed in three separate tranches, issuing 3,350,000 units on June 28, 2021, 5,000,000 units on July 6, 2021 and 100,000 units on July 14, 2021. The Company paid finders' fees of $21,700, issued 217,000 finders' warrants exercisable at a price of $0.25 until June 28, 2023 the fair value of the finders' warrants was determined to be $6,646 using the Black-Scholes option pricing model with the following inputs: i) exercise price: $0.25; ii) share price: $0.10; iii) term: 2 years; iv) volatility: 100%; v) discount rate: 0.44%.
2. On July 13, 2021, the Company completed the conversion of convertible notes by issuing 5,380,274 common shares at a price of $0.05 and 5,380,274 common share purchase warrants exercisable at $0.06 for one year. No value was attributed to the warrant component of the units issued.
3. On September 20, 2021, the Company issued 200,000 common shares at a fair value of $20,000 ($0.10 per share) pursuant to the option agreement on the Eldorado project.
4. On August 31, 2021, the Company completed a non-brokered private placement offering of 1,100,000 units at a price of $0.10 per unit raising aggregate gross proceeds of $110,000. Each unit consists of one Common Share and two separate one-half (1/2) of one common share purchase warrants (a "1/2 Warrant A" and a "1/2 Warrant B" and, respectively, each whole warrant, a "Warrant A" and a "Warrant B", and collectively the "Warrants"). Each whole Warrant A entitles the holder to purchase one Common Share at an exercise price of $0.25 per share for a period of 24 months from issuance, and each whole Warrant B entitles the holder to purchase one Common Share at an exercise price of $0.50 per share for a period of 24 months from issuance.

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The Company paid finders' fees of $7,350 and issued 73,500 finder's warrants with each such warrant entitling the holder thereof to purchase one Common Share at an exercise price of $0.25 per share for a period of 24 months. The fair value of the finders' warrants was determined to be $2,251 using the Black-Scholes option pricing model with the following inputs: i) exercise price: $0.25; ii) share price: $0.10; iii) term: 2 years; iv) volatility: 100%; v) discount rate: 0.43%.

1. On August 12, 2021, the Company issued 4,000,000 common shares at a fair value of $400,000 ($0.10 per share) pursuant to the option agreement on the Eldorado project - Roxey claims.
2. On December 30, 2021 and January 4, 2022, the Company closed a flow-throughnon-brokered private placement and the first tranche of a non-flow-throughnon-brokered private placement. The Company issued 1,485,714 flow-through shares at a price of $0.35 per share (the "FT Shares") and, 1,670,000 non-flow through units ("NFT Units") at a price of $0.25 per NFT Unit for aggregate proceeds of $937,500.
   The FT Shares were issued at a premium to the trading value of the Company's common shares, which reflects the value of the income tax write-offs that the Company will renounce to the flow-through shareholders. The premium was determined to be $148,571 and has been recorded as a reduction of share capital. An equivalent flow-through share premium liability has been recorded, which is being reversed pro-rata as the required exploration expenditures are incurred.
   Each NFT Unit consists of one common share of the Company and one-half of one common share purchase warrant, each whole warrant entitles the holder to purchase an additional common share of the Company at a price of $0.45 per share for a period of 18 months from the closing of the Offering. No value was attributed to the warrant component of the units issued.
   The Company paid finders' fees of $65,625 and issued 116,900 finders' warrants exercisable at a price of $0.25 until July 4, 2023. The fair value of the finders' warrants was determined to be $18,187 using the Black-Scholes option pricing model with the following inputs: i) exercise price: $0.25; ii) share price: $0.27; iii) term: 1.5 years; iv) volatility: 125%; v) discount rate: 0.98%.
3. On March 8, 2022, the Company issued 375,000 common shares at a fair value of $97,500 pursuant to the option agreement on the ML Project (note 4).

During the year ended April 30, 2021 the Company did not issue common shares.

Cash Flow Activities:

During the year ended April 30, 2022, cash used in operating activities was $602,057 compared to $55,173 used during the year ended April 30, 2021. Cash from financing activities was $1,789,669 due to private placement receipts compared to $104,684 due to related party balances from the year ended April 30, 2021. Cash used in investing activities was $515,032 compared to $54,000 from the year ended April 30, 2021. The Company completed a private placement financing totaling $1,792,825 during the year net of share issuance costs. Additionally, operating costs have increased due to the activity surrounding the acquisition of the Eldorado property and ML Project and the re-listing of the Company to the CSE.

OUTSTANDING SHARES

Outstanding Share Data

As at April 30, 2022 there were 33,838,042 common shares outstanding.

As at the date of this report, there were 39,638,316 common shares outstanding.

As at April 30, 2022, there were 2,650,000 share options.

As at the date of this report, there were 2,500,000 share options.

As at April 30, 2022, there were 16,172,680 warrants outstanding.

As at the date of this report, there were 10,792,406 warrants outstanding.

Number of shares Share capital

Balance April 30, 2022	33,838,042	$ 10,358,878

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements as at April 30, 2022 or as of the date of this report.

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