MD&A - Torex Gold Resources Inc.

GLEICHEN RESOURCES LTD.MANAGEMENT’S DISCUSSION AND ANALYSISJULY 31, 2008BackgroundThis discussion and analysis of financial position and results of operation for Gleichen ResourcesLtd. (“Gleichen” or the “Company”) is prepared as at September 9, 2008 and should be read inconjunction with the unaudited interim financial statements for the nine months ended July 31,2008 and the audited financial statements and the related notes for the year ended October 31,2007. Those financial statements have been prepared in accordance with Canadian generallyaccepted accounting principles. All dollar figures included therein and in the followingManagement Discussion and Analysis (“MD&A”) are quoted in Canadian dollars. Additionalinformation relevant to the Company’s activities can be found on SEDAR at www.sedar.com.Forward-Looking StatementsCertain statements contained in the following MD&A constitute forward-looking statements. Suchforward-looking statements involve a number of known and unknown risks, uncertainties andother factors which may cause the actual results, performance or achievements of the companyto be materially different from any future results, performance or achievements expressed orimplied by such forward-looking statements. Readers are cautioned not to place undue relianceon these forward-looking statements.Company OverviewGleichen is engaged in the acquisition, exploration, and development of mineral properties. TheCompany’s shares are traded on the TSX Venture Exchange under the symbol “GRL”.The Company entered into two separate option agreements to acquire a 100% interest in twodifferent projects comprising a combined 26 mineral tenures in the Stewart region of northwesternBritish Columbia.Marmot River PropertyThe Marmot River Property is located approximately 10 kilometres southeast of Stewart andconsisted of an option to earn a 100% interest in 23 mineral claim blocks subject to a 3% netsmelter royalty.The Company has allowed this option to lapse. The acquisition cost ($95,000) was expensedduring the period ended April 30, 2008.Goat PropertyThe Goat Property consists of an option to acquire a 100% interest subject to a 2% net smelterroyalty in 3 mineral claim blocks located 34 kilometres northeast of Stewart. The Company hasallowed this option to lapse. The acquisition cost ($48,750) was expensed during the periodended April 30, 2008.The Company has engaged the services of Bayphase Limited, an independent oil and gasconsultancy based in the United Kingdom, for the purpose of identifying and facilitating aninvestment in Kurdistan oil and gas companies. Under the terms of the agreement, the Companymust pay Bayphase Limited a retainer of GB £5,000 per month plus expenses. This agreementmay be cancelled by the Company at any time.FPage 1

Results of OperationsThe following table sets forth selected data for July 31, 2008:Three months ended Nine months endedJuly 31, July 31,2008 2007 2008 2007Operating expensesConsulting $ 29,988 $ 1,000 $ 29,988 $ 2,308Office facilities & admin. 15,000 15,000 45,000 29,500Professional fees 1,676 12,217 18,116 15,269Stock-based compensation 54,200 - 54,200 -Other 6,541 9,371 20,660 22,694107,405 37,588 167,964 69,771Termination of mineral propertyoptions - - 143,750 -Mineral exploration - 16,706 (286) 16,706Interest income (31,641) (13,982) (118,139) (17,676)Loss for the period $ 75,764 $ 40,312 $ 193,289 $ 68,801For the three months and nine months ending July 31, 2008, the increase in operating expenseswere mainly the results from:- $45,000 relating to charges for office facilities and administrative services due to theengagement of a related party on April 1, 2007 to provide these services at a cost of$5,000 per month.- $29,988 consulting costs for the three months ended July 31, 2008 associated withthe hiring of a president and the hiring of Bayphase Limited, an independent oil andgas consulting firm based in the UK.- $54,200 stock-based compensation for the amortization portion of the stock optionsto acquire 750,000 common shares at a price of $0.40 up to May 13, 2013 which vestas to one-third on each grant date, six months after the date of grant and twelvemonths after the date of grant.The Company has expensed the acquisition costs of mineral properties since the Companyelected to allow these property options to lapse.The Company’s only source of income is from interest from funds on deposit. The increase in thecurrent period is a result of higher amounts of cash on deposit.FPage 2

Cash Flows, Liquidity and Capital ResourcesThe Company’s cash position was $4,271,718 at July 31, 2008 compared with $4,268,970 atOctober 31, 2007.At present, the Company has sufficient funds to pay for its anticipated administrative costs for thenext year. The Company is currently searching for and reviewing potential business opportunities.Operations:MineralexplorationexpensesNetincome(loss)Basic &diluted lossper shareInterestincomeOperatingexpensesQ3 – July 31, 2008 $36,641 $107,405 $ - $(75,764) $-Q2 – April 30, 2008 $39,001 $31,516 $ - $(136,265) $-Q1 – January 31, 2008 $47,497 $29,043 $(286) $18,740 $-Q4 – October 31, 2007 $46,942 $157,471 $14,903 $(125,432) ($0.01)Q3 – July 31, 2007 $13,982 $37,588 $16,706 $(40,312) $-Q2 – April 30, 2007 $1,768 $23,672 $ - $(21,904) $-Q1 – January 31, 2007 $1,926 $8,511 $ - $(6,585) $-Q4 – October 31, 2006 $1,727 $17,765 $ - $(16,038) $-Explanatory Notes:Interest income: The Company received approximately $4,100,000 from a private placementduring July 2007. This resulted in higher interest income for Q3 - July 31, 2007 andsubsequent quarters.Operating expenses: In Q3 – July 31, 2007, the Company incurred costs related to its mineralproperties of $16,706. In addition the Company paid $15,000 per quarter related toaccounting and various office and administrative services as a result of an agreement witha related party dated April 1, 2007. In Q4 – October 31, 2007, the Company incurredmineral property expenditures of $14,903 and, $130,000 of stock-based compensationexpense. In Q1 – January 31, 2008, there was an additional expense for the underaccrualof audit fees of $7,500. In Q2 – April 30, 2008, the Company decided to allow the optionson the Marmot River and Goat Properties to lapse and expensed $143,750 of acquisitioncosts relating to the properties. In Q3 – July 31, 2008, the Company hired a president andengaged an independent oil and gas consulting firm and incurring $29,988 of consultingexpenses and incurred $54,200 of stock-based compensation expense.Transactions with Related PartiesStarting April 2007, the Company commenced paying to Ionic Management Corp. (“Ionic”),formerly Quest Management Corp, a company related by virtue of one director and one officer incommon, a monthly fee of $5,000 for accounting and various office services. Total charges were$45,000 for the nine months ended July 31, 2008.These transactions are in the normal course of operations and are measured at the exchangeamount, which is the amount of consideration established and agreed to by the related parties.FPage 3

Outstanding Share DataAs at August 31, 2008, the following securities were outstanding:Common shares 28,763,380Warrants 10,000,000Compensation warrants 701,875Stock options 1,302,500Fully diluted shares outstanding 40,767,755Off-Balance Sheet ArrangementsThe Company has no off-balance sheet arrangements.Change of accounting policiesAccounting ChangesEffective November 1, 2007, the Company implemented the new CICA accounting section 1506(Accounting Changes). Under these new recommendations, voluntary changes in accountingpolicy are permitted only when they result in the financial statements providing reliable and morerelevant information. This section requires changes in accounting policy to be appliedretrospectively unless doing so is impracticable, requires prior period errors to be correctedretrospectively and requires enhanced disclosures about the effects of changes in accountingpolicies, estimates and errors on the financial statements. These recommendations also requirethe disclosure of new primary sources of generally accepted accounting principles that have beenissued but not yet effective.The impact that the adoption of this section will have on the Company’s financial statements willdepend on the nature of future accounting changes and the required additional disclosure onRecent Accounting Pronouncements.Financial InstrumentsEffective November 1, 2007, the Company implemented the new CICA accounting sections: 3862(Financial Instruments – Disclosure), 3863 (Financial Instruments – Presentation), which replacedsection 3861 Financial Instruments – Disclosures and Presentation.These new standards revise and enhance the disclosure requirements, and carry forward,substantially unchanged, the presentation requirements. Sections 3862 and 3863 emphasize thesignificance of financial instruments for the entity’s financial position and performance, the natureand extent of the risks arising from financial instruments, how these risks are managed. Thesenew standards are applicable to interim and annual periods relating to fiscal years beginning onor after October 1, 2007. These new Sections relate to disclosure and presentation only and willnot have an impact on the Company’s financial results.Capital DisclosuresEffective November 1, 2007, the Company implemented the new CICA accounting section 1535(Capital Disclosures). Section 1535 specifies the disclosure of (i) an entity’s objectives, policies,and processes for managing capital; (ii) quantitative data about what the entity regards as capital;(iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied,FPage 4

the consequences of such non-compliance. This new Section relates to disclosure and will nothave an impact on the Company’s financial results.Future pronouncementsInternational Financial Reporting Standards ("IFRS")In January 2006 the AcSB announced that accounting standards in Canada are to converge withIFRS. The AcSB has indicated that Canadian entities will need to begin reporting under IFRS bythe first quarter of 2011 with appropriate comparative data from the prior year. Under IFRS, theprimary audience is capital markets and as a result, there is significantly more disclosurerequired, specifically for quarterly reporting. Further, while IFRS uses a conceptual frameworksimilar to Canadian GAAP, there are significant differences in accounting policy which must beaddressed. While the Company has begun assessing the adoption of IFRS for 2011, the financialreporting impact of the transition to IFRS cannot be reasonably estimated at this time.Assessing Going ConcernThe Accounting Standards Board (“AcSB”) amended CICA Handbook Section 1400, to includerequirements for management to assess and disclose an entity’s ability to continue as a goingconcern. This section applies to interim and annual financial statements relating to fiscal yearsbeginning on or after January 1, 2008.Goodwill and intangible assetsThe Accounting Standards Board (“AcSB”) issued CICA Handbook Section 3064, which replacesSection 3062, Goodwill and Other Intangible Assets, and Section 3450, Research andDevelopment Costs. This new section establishes standards for the recognition, measurement,presentation and disclosure of goodwill subsequent to its initial recognition and of intangibleassets. Standards concerning goodwill remain unchanged from the standards included in theprevious Section 3062. This section applies to interim and annual financial statements relating tofiscal years beginning on or after October 1, 2008.The Company is currently assessing the impact of the above new accounting standards on theCompany’s financial position and results of operations.Risks and UncertaintiesThe Company is currently looking for new business opportunities and therefore has a risk of notfinding any investment that may lead to profitable operations. There can be no assurances thatthe shareholders will realize any profits from their investment in the Company and shareholdersmay lose their entire investment.The Company currently does not have any full time employees and does not maintain liabilityinsurance. If its operations change, Ionic may add appropriate coverage to cover some of therisks associated with its new business activities.FPage 5