INTERIM MD&A

This Management Discussion and Analysis (“MD&A”) should be read in conjunction with the Company’s annual audited consolidated financial statements for the year ended June 30, 2006 and the interim unaudited consolidated financial statements for the nine month period ended March 31, 2007. Except as discussed below, all other factors referred to and discussed at June 30, 2006 remain substantially unchanged. Financial data contained herein has been prepared by management in accordance with Canadian Generally Accepted Accounting Principles. All amounts included in the MD&A are in Canadian dollars, unless otherwise specified.

Goldbelt Resources Ltd. (“Goldbelt” or the “Company”) is a Canadian based resource company with mineral properties in Burkina Faso, West Africa. The common shares of Goldbelt traded on the TSX Venture Exchange until April 9, 2007 after which the Company commenced trading on the Toronto Stock Exchange (“TSX”).

The Belahouro tenements are located approximately 220 km north of Ouagadougou, the capital of Burkina Faso. In March 2005, Goldbelt acquired Resolute (West Africa) Limited an operating company that owned an exploration permit within the Belahouro region in Burkina Faso, which covered an area of 1,187 km² and had an expiry date of April 3, 2006. In accordance with Burkina Faso mining laws the Company made an application for a mining permit for the Inata Gold Project in December 2005.

On April 11, 2007, the Company received the mining permit. The Inata Gold Project mining permit covers an area of 26 km² which overlies mineral resources within the western portion of the previously permitted Belahouro region. The Inata Gold Project is subject to a third party royalty of 2.5% and a government royalty of 3% on gross sales.

Goldbelt released a Prefeasibility Study for the Inata project on November 1, 2006 which outlined an average annual production of 106,500oz during the first five years of operation. The Company completed a 33,500 meter drilling campaign over Inata and the other Belahouro resource projects in calendar 2006. The focus of this drilling campaign was the definition and expansion of the resources at Inata and developing further resources within the Belahouro tenements. The expanded Inata resource base will form the nucleus of the Inata final feasibility study, which is expected to be completed later in 2007. Ongoing work at Inata includes a recent re-design of the dam structure which will be providing process water to the mill; sterilisation drilling in the areas established for the project infrastructure; further metallurgical testwork to optimise gold recoveries; further resource definition and extension drilling; exploration and development of hydrogeological targets; exploration and development of other known resource targets within the Belahouro tenements.

gold for the first five years. The average cash operating cost will be US$290 per ounce over a 6.1 year mine life. The Study is based on mineable reserves of 9.2 million tonnes of ore with an average grade of 2.15 grams per tonne calculated at an un-hedged gold price of US$550 per ounce. The Study proposes open pit mining with the ore to be processed through a conventional CIL plant with a design capacity of 1.5 million tonnes per annum. Oxide ore will be the main mill feed for the early part of the project life, and average gold recoveries are estimated at 95% for the first four years, and 93% thereafter. The Study reports a Net Present Value of US$44 million at 5% discount rate and an Internal Rate of Return of 28%. Total capital costs are estimated to be US$65.8 million.

In March 2007 the Company updated its resources based on the results of the 2006 drilling campaign. The new resource is estimated at 21.6 MT @ 1.7 g/t gold for 1,204,300 ounces of measured and indicated resources and an additional 8.0MT @ 1.4 g/t gold for 355,900 ounces of inferred resources at Inata (the Inata resource estimate also includes both Sayouba and Minfo resources). This new estimation, calculated using a 0.5 g/t gold lower cut-off grade, represents a 50% increase in tonnes and a 37% increase in contained gold in all resource categories from the previous estimate completed in April 2006.

At a 0.8 g/t gold lower cut-off grade, there is a 46% increase in tonnage and a 29% increase in contained ounces reported from measured and indicated categories from the previous model to 18.5MT @ 1.9 g/t gold for 1,139,300 ounces (excluding an additional 6.4MT @ 1.6 g/t gold for 321,200 ounces in the inferred category at the same cut-off grade).


	Measured			Indicated			Inferred
	Tonnes	Au (g/t)	Au (oz)	Tonnes	Au (g/t)	Au (oz)	Tonnes	Au (g/t)	Au (oz)

Inata	3,812,600	2.6	314,400	15,548,900	1.6	803,400	7,006,300	1.4	316,200
Sayouba	121,400	1.6	6,100	466,200	1.4	20,500	727,300	1.2	27,200
Minfo				1,605,900	1.2	59,900	325,800	1.2	12,500
Total	3,934,000	2.5	320,500	17,621,000	1.6	883,800	8,059,400	1.4	355,900

This new resource estimation was conducted by independent consultants, Ravensgate, based in Perth, Australia. The information relating to resource estimation is based on information compiled by John Haywood, who is a Principal Consultant of Ravensgate, and is a Member of the Australian Institute of Mining and Metallurgy; and by Dr. Peter Turner, who is the Vice President of Exploration and Business Development of Goldbelt Resources Ltd, and a Member of the Australian Institute of Mining and Metallurgy. John Haywood and Dr. Peter Turner have sufficient experience relevant to the exploration data, style of mineralization and type of deposit under consideration and to the activity which they are undertaking to qualify as Qualified Persons as defined by the National Instrument 43-101.

At the time of application for the Inata Gold Project mining permit, the Company applied for and subsequently received (in July and August 2006) 10 new contiguous exploration tenements covering an area of 2,474 km² which includes the original area of the previous Belahouro permit. The Company has 2 additional tenements covering an area of 496 km² which are contiguous to these tenements and which were granted in August 2005 and April 2006. All of the exploration tenements are for a three year period with the ability for two further renewals of three years each. The Company is required under Burkina Faso Mining Laws to spend approximately $600/km² annually in order to keep the Belahouro exploration tenements in good standing. There are a number of known gold occurrences over these tenements and drill data resulting from a drill program completed in 2006 is currently being compiled in preparation for a new drill program and eventually, revised resource estimation. These 12 exploration tenements and the Inata mining permit application together cover an area of 2,996 km² within the Belahouro region.

In Q2 2007, the Company completed the purchase from Tanami Gold NL (Australia) (“Tanami”) of a used gold processing plant currently located near Darwin in the Northern Territory, Australia for A$2,000,000. A refundable security deposit of A$200,000 was also paid to Tanami to meet potential removal expenditures that may be incurred by Tanami on behalf of the Company. The Company has incurred $270,819 in expenditures relating to the assessment of plant removal and refurbishment.

The Company is obligated to dismantle this process plant at an estimated cost of approximately $1.2 million.The process of determining the costs and timetables to refurbish the plant to bring the equipment to “as new” condition has been completed and preparations for the subsequent dismantling, relocation and refurbishment have begun.

All equipment on site at the plant has recently been subject to extensive review by GBM Metals Engineering Consultants, who have outlined a dismantling program scheduled to begin in early May 2007, to coincide with the end of the wet season. The engineers’ scope of work was to determine the work needed and costs associated with the refurbishment required to the plant. In line with the final recommendations from the engineers, it is now being determined which auxiliary parts of the structure will be re-used, and which will be sold.

In addition to the Belahouro area exploration tenements, Goldbelt was issued 8 additional exploration tenements. Seven of these exploration tenements cover 1,655 km² in the Houndé and Bougouriba regions located in the southwest part of Burkina Faso and 1 permit covers 65 km² in the Koupela region, southeast part of Burkina Faso. The single permit located in Koupela has subsequently been relinquished.

Goldbelt’s geologists have been actively exploring the Houndé and Bougouriba tenements. To date approximately 17,000 soil and rock samples have been collected and assayed. These geochemical assay results and earlier geophysical survey results are currently being collated to provide an updated geological model of the tenements. The Company completed 6,000 meters of drilling on the Karba permit in Houndé which have shown promising results. Eleven of these holes indicated intervals of 4 meters of 1.67 g/t to 4.47 g/t close to surface.

The Company also completed 2,000 meters of reconnaissance drilling on the Mandiasso and Diosso contiguous tenements in Bougouriba and early drill results have been encouraging. At Mandiasso, 5 holes indicated between 1 g/t and 5.7 g/t over intervals of 2 to 10 meters. At Diosso, 5 holes indicated between 1 and 8 g/t over intervals of 2 to 6 meters, also close to surface. The details of the drill hole results have been previously disclosed on SEDAR. The Company plans to conduct a geophysical exploration program at Karba, Mandiasso and Diosso in order to identify drill targets in 2007. To date, the company has expended $1.3 million on exploration costs on these tenements. The Company is required under Burkina Faso Mining Laws to spend approximately $600/km² annually in order to keep these exploration tenements in good standing.


	Inata Project		Belahouro		Other
	Permit		Permits		Permits		Total
	$		$		$		$

Balance - June 30, 2005		9,741,320		-		499,883		10,241,203
Acquisition from Resolute		1,183,613		-		51,681		1,235,294
Assay and sampling		165,311		-		68,308		233,619
Drilling		382,266		-		-		382,266
Environmental studies		93,911		-		746		94,657
Geophysical		14,387		-		-		14,387
General and administrative		321,155		-		60,971		382,126
Hydrogeology		15,442		-		-		15,442
Project engineering		386,915		-		-		386,915
Resource and mine engineering		275,209		-		-		275,209
Salaries and benefits		418,044		4,968		114,924		537,936
Taxes		14,815		24,337		23,618		62,770
Travel and fuel		175,091		-		20,445		195,536

Expenditures in fiscal 2006		3,446,159		29,305		340,693		3,816,157

Balance - June 30, 2006		13,187,479		29,305		840,576		14,057,360

Assay and sampling		279,632		91,329		76,155		447,116
Drilling		1,038,834		378,342		247,579		1,664,755
Environmental studies		454		-		-		454
Geophysical		152,452		10,245		-		162,697
General and administrative		312,591		186,472		51,423		550,486
Project engineering		111,759		-		-		111,759
Resource and mine engineering		384,496		13,788		16,763		415,047
Salaries and benefits		421,948		148,959		44,530		616,337
Taxes		14,206		16,449		5,996		36,651
Travel and fuel		118,464		98,171		6,881		223,516

Expenditures in fiscal 2007		2,834,836		944,655		449,327		4,228,818

Balance - March 31, 2007		16,022,315		973,960		1,289,903		18,286,178

The Company’s main sources of financing are its current cash and short term investments, equity markets and outstanding warrants and options. As at March 31, 2007, the Company had cash and short term investments of $7,978,000 compared to the June 30, 2006 balance of $6,119,181. The overall net increase from June 30, 2006 is due primarily to proceeds obtained from a significant private placement and an exercise of warrants. The increase is net of expenditures incurred on the Inata Project, the Company’s drilling campaigns on Belahouro, Houndé and Bougouriba tenements, purchase of the used Brocks Creek gold processing plant in Australia, as well as general and administrative expenses.

During the Quarter ended December 31, 2006, Company paid A$2 million under the terms of the agreement with Tanami to complete the purchase of the Brocks Creek plant located in Darwin, Australia. A refundable security deposit of A$200,000 was also paid to Tanami to cover any potential removal expenditures incurred by Tanami. The Company is obligated to dismantle this plant which is estimated to cost approximately $1.2 million.

The Company had working capital of $8,201,379 as at March 31, 2007. These funds will be used to complete its calendar 2^nd quarter 2007 exploration drilling program at Inata, dismantle and commence refurbishment of the Brocks Creek process plant, prepare a bankable feasibility study on the Inata Project, conduct further exploration drilling on the Houndé and Bougouriba projects and administrative expenses. The Company anticipates that the development of the Inata mine will be funded principally through debt financing.

The Company continues to assess potential sources of financing to proceed towards developing the Inata Project and to further its exploration activities within the Belahouro and other license areas in Burkina Faso. While the Company has been successful in the past in raising financing, there is no guarantee that the Company will be as successful in the future.

	Mar 31, 2007			Dec 31, 2006			Sep 30, 2006			Jun 30, 2006
$ Cdn	3^rdQuarter Fiscal 2007			2nd Quarter Fiscal 2007			1st Quarter Fiscal 2007			4^thQuarter
Statement of operations
Loss		(1,161,144	)		(837,977	)		(878,423	)		(900,440	)
Loss per share		(0.02	)		(0.01	)		(0.02	)		(0.03	)
Balance Sheet
Working capital		8,201,379			9,677,785			9,185,080			5,866,202
Total assets		29,654,663			30,211,494			29,622,165			20,681,494
Shareholders’ equity		28,906,255			29,320,477			27,170,963			20,311,485
Statement of Cash Flows
Investments in mineral properties		1,029,721			1,421,729			1,815,774			784,576
Purchase of plant and equipment		217,732			2,204,723			116,409			95,715
Cash flow from issue of shares		524,292			2,943,878			7,393,728			5,295,764

	Mar 31, 2006		Dec 31, 2005		Sep 30, 2005		Jun 30, 2005
$ Cdn	3^rdQuarter Fiscal 2006		2^ndQuarter Fiscal 2006		1^stQuarter Fiscal 2006		4^thQuarter Fiscal 2005


Statement of operations
Loss	(1,245,303	)	(820,338	)	(346,534	)	(386,375	)
Loss per share	(0.03	)	(0.02	)	(0.01	)	(0.01	)
Balance Sheet
Working capital	292,222		(1,383,371	)	(472,826	)	745,129
Total assets	14,939,322		12,789,020		13,507,222		14,862,378
Shareholders’ equity	12,913,315		10,307,048		10,706,347		11,031,761
Statement of Cash Flows
Investments in mineral properties	902,147		400,107		1,718,725		896,512
Purchase of equipment	13,027		56,002		17,420		28,644
Cash flow from issue of share	2,874,518		23,033		Nil		Nil

For the nine month period ended March 31, 2007, the Company incurred a loss of $2,877,544 (2006 - loss of $2,412,175). The loss was due mostly to salaries and benefits of $614,213 (2006 - $412,492), shareholder relations of $390,453 (2006 -$157,013), filing fees of $134,638 (2006 - $36,402), occupancy costs of $235,913 (2006 - $108,995) and stock-based compensation expense of $610,417 (2006 - $925,590). The Company incurred salaries and related search fees for five additional employees who were not employed for several months of the comparative period. Shareholder relations increased as the Company sought to establish a broader profile in the investment community. Office and occupancy costs increased as the Company established a branch office in the UK. Filing fees also increased as the Company paid for admission to the TSX. Stock compensation expense was lower as fewer options were granted and vested compared to the same period in 2006.

For the three month period ended March 31, 2007, the Company incurred a loss of $1,161,144 compared to a loss of $837,978 for the three month period ended December 31, 2006. The most significant changes relate to stock compensation expense of $222,630 (2006 - $43,614), salaries of $287,549 (2006 - $177,154), filing fees of $116,265 (2006 - $6,353), occupancy costs of $147,168 (2006 - $39,512) and shareholder relations of $73,869 (2006 - $284,990). Stock-based compensation increased in the current quarter due to the granting of 750,000 options to employees. Salaries increased as the company paid for the search costs and salaries for new employees. Occupancy costs increased as the company established a new office in the UK. Filing fees also increased as the Company paid for admission to the TSX. Shareholder relations decreased from the previous quarter as the Company reviewed its efforts from the previous quarter.

The loss for the comparative three month period ended March 31, 2006 was $1,245,303. The most significant changes again relate to stock compensation expense of $222,630 (2006 - $506,464), salaries and benefits of $287,549 (2006 - $155,415), filing fees of $116,265 (2006 - $32,809) and occupancy costs of $147,168 (2006 - $39,502). Stock-based compensation decreased in 2007 since more options were vested in the previous quarter compared to the current quarter. Salaries increased as the company paid salaries and search fees for more personnel compared to the previous quarter. Filing fees increased as the company paid for admission to the TSX. Occupancy costs increased as the company established a new office in the UK.

The Company’s financial instruments consist of cash, short term investments, receivables, accounts payable and accrued liabilities. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The Company is exposed to financial risk arising from fluctuations in foreign exchange rates and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.

The recoverability of the carrying value of the Inata Gold Project is dependent upon the ability to economically mine the reserves, the ability of the Company to obtain necessary permits and financing to complete the development and future profitable production there from or alternatively upon the Company’s ability to dispose of its interests on an advantageous basis.

The Company has yet to determine mineable reserves on its other mineral properties. The recoverability of the carrying values of these mineral properties is dependent upon the discovery of reserves, the ability of the Company to obtain necessary permits and financing to complete the development and future profitable production there from or alternatively upon the Company’s ability to dispose of its interests on an advantageous basis.

The Company will be negotiating a Mining Convention with the Government of Burkina Faso. The Company has experienced good relations with government officials of Burkina Faso in obtaining and renewing its exploration tenements, obtaining its Exploitation permit, and in the application process for the Inata Mining Convention and expects this relationship to continue in developing its mining projects in the country.

We have received promising results from our 2006 drill programs in our other exploration tenements at Houndé and Bougouriba in south-west Burkina Faso; we will accordingly focus our future exploration activities on recognized target areas. We remain open to the review of opportunities for possible merger or acquisition of mineral properties in Africa, particularly West Africa.

Certain statements contained herein constitute forward-looking statements which are not historical facts and are made pursuant to the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. When used in this document, words like "anticipate", "believe", "estimate" and "expect" and similar expressions are intended to identify forward-looking statements.

Information concerning exploration results and mineral reserve and resource estimates may also be deemed to be forward-looking statements, as it constitutes a prediction of what might be found to be present when and if a project is actually developed. These forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable at the time they are made, are inherently subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements, including, without limitation: uncertainties related to raising sufficient financing to fund the planned work in a timely manner and on acceptable terms; changes in planned work resulting from logistical, technical or other factors; the possibility that results of work will not fulfil projections/expectations and realize the perceived potential of the Company’s projects; uncertainties involved in the interpretation of drilling results and other tests and the estimation of gold reserves and resources; risk of accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or interruptions; the possibility of environmental issues at the Company’s projects; the possibility of cost overruns or unanticipated expenses in work programs; the need to obtain permits and comply with environmental laws and regulations and other government requirements; fluctuations in the price of gold and other risks and uncertainties,

The United States Securities and Exchange Commission permits mining companies in their filings with the SEC to disclose only those mineral deposits that a company can economically and legally extract or produce. We may use certain terms in our publications such as resources that are prescribed by Canadian regulatory policy and guidelines but are not provided for in the SEC guidelines on publications and filings.

Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management or its independent professional consultants on the date the statements are made. The reader is cautioned that actual results, performance or achievements may be materially different from those implied or expressed in such statements.

The information contained herein is prepared by the Company and believed to be accurate but has not been independently audited or verified, and is provided for informational purposes. This information is not to be construed as an offer or as a recommendation to buy or sell securities of Goldbelt Resources Ltd. The Company’s officers and directors assume no responsibility for use of this information in any way whatsoever and do not guarantee its accuracy.


Belahouro
Deposit	Proven			Probable			Proven and probable
Deposit	Tonnage (Kt)	Au g/t	Ozs	Tonnage (Kt)	Au g/t	ozs	Tonnage (Kt)	Au g/t	Ozs
Inata Trend
Inata/Minfo	2,300	2.58	192,000	6,900	2.00	441,000	9,200	2.15	633,000

	Type of		3 months ended March 31				9 months ended March 31
Related party	fees		2007		2006		2007		2006
			$		$		$		$
Paul Morgan		Consulting		9,000		35,000		56,500		89,000

Brian Irwin		Consulting		15,000		12,000		42,000		36,000
				24,000		47,000		98,500		125,000

SHARE CAPITAL INFORMATION AS AT May 2, 2007
Issued shares	64,816,648
Stock options	5,110,000
Bonus shares based on employment contracts	2,250,000
Warrants	532,000
Common shares on a fully diluted basis	72,708,648