BEECHWORTH GOLD PROJECT

Beechworth Gold Project:

On August 5, 2020 the Company entered into an agreement to acquire 100% of the Beechworth Gold Project from Northern Mine Ventures P/L. Pursuant to the terms of a purchase agreement the Company paid AUD $50,000 to Northern Mine Ventures and agreed to pay an additional AUD $250,000 on the date that the granted Exploration License is converted to a Retention License. The Company also agreed to incur AUD $130,000 in exploration expenditures on the project within 90 days. Northern Mine Ventures retained a 2.5% NSR, which may be repurchased with a one-time payment of AUD $2,000,000.

The Beechworth Gold Project provides a drill ready high-grade gold project northeast of the Company's Tallangalook Project, in north-eastern Victoria. The Beechworth Project consists of one granted Exploration License and one Retention License application covering almost the same area and totaling 36 km2. Most prospects were mined in the mid to late 19th and early 20th centuries.

The historical mines are fault related with a few large scale regional primary fault structures generating these sub-order fault systems. The gold mineralization is potentially enhanced by the intrusion of nearby granites. The Hurdle Flat, Hillsborough, and Stanley goldfields have all developed along the flanks of the various intrusive granitic rocks. Gold mineralized granitic dykes occur within the project, such as at the Taff prospect. Some historic mines include high-grade open cuts ('glory holes') such as at the Taff, Homeward Bound, Wallaby, Kingston, Bon Accord and Bangor Reefs. These larger scale prospects offer significant scope for high grade gold mines as ore shoots on pipe like bodies tens of meters wide. The Wallaby mine has broad zones of mineralization surrounding the existing open pit with channel sampling and minimal drilling by Freeport and Intrepid Resources, respectively.

Only a few of the prospects have had reconnaissance drilling, such as at the Kingston (W03: 8m @ 8.88 g/t Au from 18m) and Hope prospects (W06: 10m @ 9.58 g/t Au from 34m). In all, 21 RC percussion holes were drilled at the Kingston, Hope, Rechabite and Wallaby prospects for a total of 1316m for an average depth of 63m. Drill holes were placed at various orientations and estimated true widths are not possible. Follow up geochemistry and drilling are planned.

Fosterville South Exploration Ltd. Page 7 of 21

Management’s Discussion and Analysis Period ended March 31, 2021

The Beechworth project lies within the Tabberabbera Zone of the Lachlan Fold Belt in Victoria and is immediately west of the regional scale Kancoona Fault Zone, which divides it from the Omeo Zone. The Tabberabbera Zone is immediately east of the Melbourne Zone and is in north-eastern Victoria. The mesozonal mineralisation is typical of Ordovician hosted orogenic gold deposits. They are characteristically associated with deformed (compressed, folded and faulted) and metamorphosed mid- crustal blocks, particularly in proximity to major crustal structures such as major faults or basement shear zones.