Management Discussion For The Period Ended September 30, 2021

MANAGEMENT DISCUSSION FOR RIDGESTONE MINING INC.

FOR THE PERIOD ENDED SEPTEMBER 30, 2021

PREPARED AS OF NOVEMBER 25, 2021

Contact Information

Ridgestone Mining Inc.

c/o Suite 409, 221 West Esplanade North Vancouver, British Columbia V7M 3J3

Telephone: (604) 669-0780

Facsimile: (604) 669-0774

Contact Name: Erwin Wong, Chief Financial Officer

Background

This discussion and analysis of financial position and results of operations is prepared as at November 25, 2021 and should be read in conjunction with the interim consolidated financial statements for the nine months ended September 30, 2021, of Ridgestone Mining Inc. ("Ridgestone" or the "Company"). The interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"). Except as otherwise disclosed, all dollar figures included therein and the following management discussion and analysis ("MD&A") are quoted in Canadian dollars. Additional information relevant to the Company's activities can be found on SEDAR at www.sedar.com.

Cautionary Statement on Forward Looking Information

This Management's Discussion and Analysis may include forward-looking statements with respect to business plans, activities, prospects, opportunities and events anticipated or being pursued by the Company and the Company's future results. Although the Company believes the assumptions underlying such statements to be reasonable, any of the assumptions may prove to be incorrect. The anticipated results or events upon which current expectations are based may differ materially from actual results or events. Therefore, undue reliance should not be placed on such forward-looking information. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a downturn in general economic conditions in North America and internationally, (2) the uncertainty as to property development and exploration milestones, (3) the uncertainty as to the regulatory approval of the Company's properties, (4) the risk that the Company does not execute its business plan, (5) inability to retain key employees, (6) inability to finance exploration and growth, and (7) other factors beyond the Company's control.

Forward-looking statements speak only as of the date of this MD&A and actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors. Investors should not place undue reliance on forward-looking statements as the plans, intentions or expectations upon which they are based may not occur. The Company does not assume responsibility for the accuracy and completeness of the forward-looking statements set out in this MD&A and, subject to applicable securities laws, does not undertake any obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. The forward-looking statements contained herein are expressly qualified by this cautionary statement.

Overview

The Company is engaged in the identification, acquisition, exploration and development of mineral projects in Mexico. The Company holds a 100% interest in the Rebeico copper-gold property located in Sonora State, and an option to acquire a 100% interest in the Guadalupe y Calvo (GyC) gold-silver property located in Chihuahua State.

The Rebeico property is comprised of 16 concessions totaling 3,459 hectares on private land located approximately 115 kilometres east of the city of Hermosillo. The property is accessible via Sonora State Highway 20 and a network of all-weather roads. Grid electrical power lines are within 6.5 kilometres of the property. Since acquiring the project in 2018, the Company has undertaken extensive exploration and drilling including two Induced Polarization (IP) geophysical surveys conducted by Zonge International, a 12-hole diamond drill program totaling 1,430 metres which tested a 500-metre portion of the Alaska vein, and a 11-hole diamond drill program totaling 1,674 metres which tested the continuation of surficial gold- copper mineralization at the New Year Zone.

The IP geophysical surveys totaled 31 line-kilometres covering an area of approximately nine square kilometres (9 km2). The IP surveys highlighted both the known mineral occurrences in the Alaska Vein and a significant chargeability anomaly over an 800 metre by 1,200 metre area with depths ranging from near surface to 300 metres. The Zonge report identified a pronounced high-chargeability feature which was encountered to the south and east of the Alaska vein at depths of 250 to 300 metres below surface, progressively increasing in width and intensity toward the south. This high-chargeability anomaly was identified over a total extent of 1,400 metres north-south and 800 metres east-west. The upper portion of the anomaly becomes progressively closer to the surface toward the south and is strongest beneath the Company's Elena concession. Samples from copper mineralized outcrops at the Elena concession have assayed up to 3.77% Cu over 1.5 metres and 3.42% Cu over 1.5 metres; other samples assayed up to 0.741 ppm gold.

Drilling at the Alaska vein confirmed the presence of high-gradegold-copper mineralization with highlights including 1.53 metres grading 36.10 g/t gold plus 1.22% copper in hole 18REB10, 3.25 metres grading 8.31 g/t gold plus 2.41% copper in hole 18REB06, and 2.0 metres grading 8.69 g/t gold plus 2.78% copper in hole 18REB02. Drilling also showed that the vein was continuous over the 500-metre area tested and remains open along strike and at depth.

Drilling at the New Year Zone was designed to test for the subsurface continuation of mineralization identified by systematic surface sampling which outlined an area of 125 metres by 175 metres (~2.2 hectares) characterized by widespread gold and copper ±silver mineralization at surface. Highlights from drilling included 16.25 metres grading 2.13 g/t gold and 1.79% copper from 3.05 metres in hole 20REB013D, and 29.15 metres grading 0.54% copper from surface in hole 20REB018D.

In 2021, the Company embarked on a detailed geological mapping, prospecting and sampling around the past producing El Cobre copper mine, in addition to all significant chargeability and resistivity anomalies ('geophysical anomalies') identified from the 2018/2019 IP surveys which covered the New Year Zone, Elena Concession, and other significant mineralized areas. The El Cobre mine was previously operated by Asarco in 1960's and was developed on two levels down to a depth of 180 metres with over 330 metres of lateral development. Historical sampling of waste material discarded from prior operations ranged between 2.07% to 2.41% copper with notable gold, silver and molybdenum credits. The program was completed in May 2021, and sampling at El Cobre from the mineralized structure outcropping on surface returned up to 3.5% copper over 1.0 metres. Multiple mineralized structures and artisanal workings were encountered from additional sampling conducted at Rebeico, returning up to 3.11% copper and up to 3.45 g/t gold from surface. The Company believes that these aggregated results indicate the possible presence of a sub-surface copper porphyry system. An upcoming drill program will follow-up on the high-grade copper

mineralization encountered on surface to determine the source of and potential extensions of the mineralization.

The Guadalupe y Calvo property was optioned from Endeavour Silver Corp in January 2021. Under the terms of the agreement, the Company is acquiring a 100% interest in the property through staged cash and share payments, plus minimum work expenditures, totalling US$4 million over a four-year period. The GyC property is comprised of ten mineral concessions cover 2,750 hectares (~20 km2) located 300 kilometres from the state capital, Chihuahua City. The property is highway accessible with grid power located in the town of Guadalupe y Calvo. The property contains the historic Rosario mine, with past production of over 2.0 million ounces of gold and 31 million ounces of silver.

During the quarter, the Company has filed on SEDAR an independent technical report (the "Report") prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") supporting the maiden mineral resource estimate for its Guadalupe y Calvo gold-silver project. The GyC property is host to a National Instrument 43-101 (NI 43-101) Indicated Resource of 356,000 ounces of gold equivalent at an average grade of 1.72 g/t AuEq and an Inferred Resource of 460,000 ounces of gold equivalent at an average grade of 4.65 g/t AuEq. The mineral resource was estimated for two principal mineralized structures, the Rosario and Nankin veins, captured within a combined pit- constrained and underground mineral resource model. Mineralization at GyC remains open for expansion both along strike and down-dip at depth.

Subsequent to the quarter end, the Company announced it has received all of the requisite permits for a maiden drill program on the El Cobre copper target on its wholly-owned Rebeico copper-gold project in Sonora, Mexico. The permit was issued by the Secretaría de Medio Ambiente y Recursos Naturales or SEMARNAT, the Mexican regulatory body, which allows for the Company to undertake its maiden drill program. The program will comprise 14 reverse circulation (RC) drill holes for a total of approximately 2,700 metres and will be conducted along the main El Cobre structure, where recent grab and rock-chip sampling of the surface stockpile of mined material from the El Cobre structure returned up to 3.5% copper, 53 g/t silver and 0.52 % Mo over widths of up to 5.0 metres. Historical records of past mining by Asarco in the 1960's show that high- grade copper was extracted from two levels to a depth of 180 metres, and that the structure remains open along strike and to depth. The Company is working with its local drilling contractor to finalize schedules for an upcoming program. In addition, it has engaged with ancillary service providers to prepare the drill sites ahead of the anticipated program

Overall Performance

The Company holds an option to acquire a 100% interest in the Guadalupe y Calvo property and has expanded its area of interest in the exploration stage Rebeico Property, but has not generated any revenues to date. Management anticipates that it will incur considerably more exploration expenditures to advance both projects located in Mexico. Expenditures will include increased professional fees necessary to comply with applicable securities rules and increased exploration costs as the Company carries out exploration and drilling expenditures on both the Guadalupe y Calvo Gold/Silver Property and the Rebeico Copper/Gold Property.

Summary of Quarterly Results

The following is selected financial information from the Company's eight most recently completed fiscal quarters:

Factors causing significant variations in quarterly results are as follows:

During the three months ended December 31, 2019, the Company recorded an operating loss and net loss of $193,881. The loss was mainly comprised of consulting fees of $92,430, professional fees of $23,815, general and administrative expenses of $4,912, and mineral exploration costs of $64,533.

During the three months ended March 31, 2020, the Company recorded an operating loss and net loss of $463,645. The loss was mainly comprised of consulting fees of $263,966, professional fees of $72,235, general and administrative expenses of $26,563, and mineral exploration costs of $105,921.

During the three months ended June 30, 2020, the Company recorded an operating loss of $652,295 and net loss of $950,597. The loss was mainly comprised of consulting fees of $161,666, professional fees of $33,871, general and administrative expenses of $21,318, mineral exploration costs of $438,637, and share- based compensation expenses of $14,097

During the three months ended September 30, 2020, the Company recorded an operating loss of $498,165 and net loss of $499,722. The loss was mainly comprised of consulting fees of $235,648, professional fees of $28,429, general and administrative expenses of $5,825, mineral exploration costs of $76,483, and share- based compensation expenses of $158,001.

During the three months ended December 31, 2020, the Company recorded an operating loss of $203,963 and net loss of $208,243. The loss was mainly comprised of consulting fees of $45,997, professional fees of $11,966, general and administrative expenses of $32,890, and mineral exploration costs of $119,120.

During the three months ended March 31, 2021, the Company recorded an operating loss of $557,505 and net loss of $559,925. The loss was mainly comprised of consulting fees of $418,148, professional fees of $79,254, general and administrative expenses of $9,489, and mineral exploration costs of $48,444.

During the three months ended June 30, 2021, the Company recorded an operating loss and net loss of $661,721. The loss was mainly comprised of consulting fees of $421,395, professional fees of $48,345,

general and administrative expenses of $15,427, foreign exchange loss of $25,507, and mineral exploration costs of $151,047.

During the three months ended September 30, 2021, the Company recorded an operating loss of $225,725 and net loss of $225,727. The loss was mainly comprised of consulting fees of $56,898, professional fees of $20,431, general and administrative expenses of $15,102, mineral exploration costs of $134,596 and a foreign exchange gain of $1,302.

Liquidity

As at September 30, 2021, the Company had current assets of $429,492 and current liabilities of $183,895, resulting in a working capital of $245,597. Total shareholders' equity was $2,419,893 at September 30, 2021.

As the Company will not generate funds from operations for the foreseeable future, the Company is primarily reliant upon the sale of equity securities in order to fund operations. Since inception, the Company has funded limited operations through the issuance of equity securities on a private placement basis. This has permitted the Company to carry out limited exploration on its Rebeico Property and its former Cimarron Gold Property. The Company anticipates that its cash on hand of $371,222 may not be sufficient to cover expected administrative and exploration expenses for the next twelve-month period and additional funding may be required.

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, potentially leading to an economic downturn. The Company is closely monitoring the impact of the pandemic on all aspects of its business but anticipates that COVID-19 may impact the Company's ability to raise financing.

Capital Resources

The Company anticipates spending $1,350,000 to carry out next phase exploration programs and make property option payments on the Guadalupe and Rebeico properties. The Company also anticipates spending $250,000 to cover anticipated general and administrative costs and legal, audit and office overhead expenses, and $300,000 for consulting fees for the next 12-month period. At September 30, 2021, the Company had cash of $371,222 which is insufficient to cover expected exploration, operations and administrative expenses for the next twelve months. The Company cannot offer any assurance that expenses will not exceed management's expectations. The Company may require additional funds and will be dependent upon its ability to secure equity and/or debt financing, the availability of which cannot be assured.

Although the Company currently has limited capital resources, the Company anticipates that additional funding will come from equity financing from the sale of the Company's shares. The Company may also seek loans, although no such arrangement has been made. It may also receive proceeds from the exercise of outstanding share purchase warrants and stock options.

On January 15, 2021, the Company completed the first tranche of a private placement of 24,100,000 units at $0.05 per unit for gross proceeds of $1,205,000. Each unit consists of one common share and one-half of one transferrable common share purchase warrant. Each whole warrant is exercisable at $0.075 per share for a period of 12 months following closing of the private placement, and subject to certain acceleration provisions. In connection with the private placement, the Company paid finders' fees of $58,500, incurred other issuance costs of $43,980 and issued 1,170,000 finders warrants, which have the same terms as the warrants issued in the private placement. Directors of the Company acquired 1,250,000 units in this first tranche of the private placement.

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