RosCan Gold : Financial Statements

MANAGEMENT'S DISCUSSION AND ANALYSIS TSXV: ROS

(For the Three and Six month ended April 30, 2021)

Management's Discussion & Analysis

(For the Three and Six month ended April 30, 2021 and 2020)

GENERAL

This Management's Discussion and Analysis ("MD&A") of June 22, 2021, provides a review of the financial performance of Roscan Gold Corporation's ("Roscan" or the "Company") and should be read in conjunction with the MD&A for the year ended October 31, 2020, the unaudited condensed interim consolidated financial statements and related notes for the three and six months ended April 30, 2021 and the audited consolidated financial statements for the year ended October 31, 2020. The following MD&A has been approved by the Board of Directors.

The unaudited condensed interim consolidated financial statements of the Company were prepared in accordance with IAS 34 - Interim Financial Reporting. Except as disclosed in the statements, the interim consolidated financial statements follow the same accounting policies and methods of computation as compared with the most recent annual consolidated financial statements for the year ended October 31, 2020, which were prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

Financial filings and additional information relevant to the Company's activities can be found on SEDAR at www.sedar.com or at the Company's website www.roscan.ca. Technical information included in this MD&A regarding the Company's mineral property has been reviewed by Mr. Gregory Isenor, a Director and Executive Vice- Chairman of the Company, and a Qualified Person as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Properties ("NI 43-101").

FORWARD LOOKING STATEMENTS

This MD&A contains forward-looking information which reflects management's expectations regarding the Company's growth, results of operations, performance and business prospects and opportunities. The use of words such as "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe", "outlook", "forecast" and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this MD&A include, but are not limited to, the Company's expectation of future activities and results, of its working capital needs and its ability to identify, evaluate and pursue suitable business opportunities. Forward looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in these forward-looking statements. Readers should not put undue reliance on forward-looking information. Historical results of operations and trends that may be inferred from the following MD&A may not necessarily indicate future results from operations.

IMPACT OF COVID-19

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. The international response to the spread of COVID- 19 has led to significant restrictions on travel; temporary business closures; quarantines; global stock market and financial market volatility; a general reduction in consumer activity; operating, supply chain and project development delays and disruptions; and declining trade and market sentiment. All of these factors have and could further affect commodity prices, interest rates, credit ratings and credit risk.

Current global financial and economic conditions can be unpredictable. Many industries are impacted by these market conditions and the COVID-19 pandemic. Some key impacts of the current financial market turmoil arising from the COVID-19 pandemic include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange, novel fiscal policy and monetary policy and monetary markets and a lack of market liquidity. Additionally, global economic conditions arising from the COVID-19 virus may cause a long-term decrease in asset values. If such global volatility and market turmoil continue, the Company's operations and financial condition could be adversely impacted. The overall severity and duration of

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Management's Discussion & Analysis

(For the Three and Six month ended April 30, 2021 and 2020)

COVID-19-related adverse impacts on the Company's business will depend on future developments, which cannot currently be predicted, including directives of the federal and provincial governments and health authorities.

Roscan's Malian operations have not been disrupted by COVID-19 and Roscan is proceeding with its exploration activities as long as the work environment remains safe. Roscan has established rigorous controls, prevention measures and a response plan in order to ensure the good health and safety of its workers.

MALI COUP

In August 2020 and again in May 2021, a coup was staged by Mali's military resulting in the dissolution of the Malian government. Mali is currently being governed by a transitional government. The Company's exploration activities have not been disrupted. It should be noted that the Mali capital, Bamako, the centre of the political transition, is over 600 kilometres from its exploration site.

The Company's Malian properties may potentially expose the Company to risks and different considerations not normally associated with companies or exploration activities in North America. The Company's ability to retain its properties, raise and deploy capital may be adversely affected by changes in governing regimes, policies, laws and regulations, all of which are beyond the Company's control.

COMPANY OVERVIEW

Roscan Gold Corporation ("Roscan" or the Company) is an exploration company involved in the business of acquiring, exploring and developing gold properties in Mali, West Africa. Through its wholly owned subsidiary Roscan Gold Mali SARL ("Roscan Mali") and Roscan Mali's wholly owned subsidiary Komet Mali SARL ("Komet"), the Company at the date of this MD&A, holds a 100% interest in seven exploration permits and three option agreements to acquire a 100% interest in an additional three contiguous gold exploration permits encompassing, collectively, 402 km2 (collectively the "Kandiole Project").

Roscan is listed as a Tier 2 mining issuer on the TSX Venture Exchange ("TSX-V") and its common shares trade under the symbol ROS. The Company's common shares also trade on the Frankfurt Stock Exchange under the symbol 2OJ and on the United States OTC Pink Sheets under the symbol RCGCF.

Basis of presentation

Roscan's consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts are presented in Canadian dollars, unless noted otherwise.

References to F2021 or F2020 refer to the fiscal years ending October 31.

Q2 HIGHLIGHTS

Exploration

During the six months ended April 30, 2021, the Company completed approximately 155,000 meters of drilling on six of the ten permits currently held by the Company through its wholly owned subsidiaries, Roscan Mali and Komet. The Company expects to have most of the results by mid- July and based on these results will plan an advanced drilling program for H2'2021.

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Management's Discussion & Analysis

(For the Three and Six month ended April 30, 2021 and 2020)

Option Agreements

In November 2020, Roscan completed its option agreement obligations and exercised its options to acquire the Kandiole North and Kandiole West permits.

On January 11, 2021, Roscan agreed to acquire the 16 sq. km. Mankouke West permit pursuant to an option agreement with Touba Mining SARL. In March 2021, the Company exercised its option to acquire the Mankouke West permit.

On February 5, 2021, Roscan entered into an option agreement with SO.FI.SI Mining SARLU to acquire the 42 sq. kms Segondo West permit.

On April 7, 2021, Roscan and Harmattan Consulting SARL entered into an option agreement whereby Roscan added an additional 55 square kilometers to the Kandiole Project, increasing the total land package of 402 square kilometers.

Financing activities

Since November 1, 2020, proceeds of $7,333,048 have been received by the Company from the exercise of 38,565,794 warrants and $450,000 from the exercise of 2,700,000 stock options.

On March 16, 2021, Roscan announced that it had arranged a common share public offering for gross proceeds of up to $15 million (35,714,500 common shares) at $0.42 per share.

On April 8, 2021, Roscan announced the closing of its previously announced overnight marketed public offering. The Offering was completed through a syndicate of agents led by Clarus Securities Inc. that included Beacon Securities Limited, Echelon Wealth Partners Inc., Cormark Securities Inc. and Paradigm Capital Inc. (the "Agents"). Pursuant to the Offering, the Company issued 35,714,500 Common Shares, for gross proceeds of C$15,000,090. The Company also issued 2,142,870 non-transferable common share purchase warrants as compensation to the Agents. The warrants are exercisable at $0.55 for 12 months. In addition, the syndicate of agents were paid a 6% commission.

Officer appointments

On February 8, 2021, Mr. Srinivasan Venkatakrishnan, was appointed a non-executive director of the Company. Mr. Venkatakrishnan is a mining executive with over thirty years of experience in leading multinational organizations through transformative changes and brings an exceptional skillset in corporate finance and mergers and acquisitions. Mr. Venkatakrishnan joins Roscan from Vedanta Resources Plc, the world's sixth largest (and India's largest) diversified natural resources group, where he served as the Chief Executive Officer from 2018 to 2020. Prior to Vedanta, Mr. Venkatakrishnan served from 2013 to 2018 as the Chief Executive Officer of AngloGold Ashanti Ltd, the world third-largest gold producer, where he also held the position of Executive Director (Finance) and Chief Financial Officer from 2005 to 2013. Previously, he was an Executive Director and the Chief Financial Officer of Ashanti Goldfields Ltd., up to the time the company was merged with AngloGold Limited in 2004.

On April 13, 2021, Mr. Bruce Ramsden, was appointed Chief Financial Officer of the Company and on June 4, 2021, was appointed Executive Vice President and Chief Financial Officer. Mr. Ramsden is a seasoned senior financial executive and board member of publicly traded companies, with over 38 years of finance experience, the last 25 of which dedicated to the mining sector. He has played a key role on the arranging and execution of US$525M of senior debt and subordinated debt financing through various debt financial institutions and other sources. Prior roles include VP Finance and Chief Financial Officer of the following publicly traded mining companies: Mountain Province Diamonds Inc., Kennady Diamonds Inc., Andean American Gold Corp., Sinchao Metals and Vaaldiam Mining Inc. Mr. Ramsden has also held the positions of Director and CFO with Freegold Ventures Ltd., Sierra Minerals Inc. and Heritage Explorations Ltd.

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Management's Discussion & Analysis

(For the Three and Six month ended April 30, 2021 and 2020)

On April 13, 2021, Mr. Pascal Van Osta, was appointed Vice President Exploration. Mr. Pascal Van Osta has more than 30 years of extensive mineral exploration experience throughout West Africa and the Guiana Shield with junior companies exploring for a variety of commodities primarily gold and base metals. Prior roles include Exploration Manager for Sandspring Resources in Guyana and Etruscan Resources/Endeavour Mining, where he worked on many West Africa gold projects located in Mali, Burkina Faso and Ivory Coast. He has been involved in the Morila gold deposit discovery in Mali and development of several projects from exploration through to mine construction stage including Samira Hill in Niger, Agbaou in Ivory Coast and Toroparu-Sona Hill in Guyana. Mr. Van Osta also served as Exploration Manager to Komet Mali from May 2018 to June 2019 and has an intimate knowledge of the Company's advanced Kabaya deposit.

MINERAL EXPLORATION PROPERTIES

Kandiole Project - Mali, West Africa

Roscan has assembled a significant land package for its Kandiole Project located in the prolific gold prospective Birimian rocks of western Mali. As of the date of the MD&A, the Kandiole Project currently encompasses approximately 402 sq. kms. and is comprised of the following ten permits:

	Area
Permit	(sq kms)		Renewal date
Dabia South	35	Company held through Komet	February 3, 2022
Kandiole North	40	Option exercised	Pending
Kandiole West	25	Option exercised	June 13, 2021
Mankouke	17	Under option	April 3, 2023
Mankouke West	16	Option exercised	March 25, 2024
Moussala North	32	Option exercised	April 6, 2023
Niala	75	Option exercised	May 23, 2021
Segando South	65	Option exercised	Pending
Segondo West	42	Under option	March 20, 2023
Bantanko East	55	Under option	March 2, 2024

Roscan believes these are highly prospective properties, as they are in an area of existing multi-million-ounce gold deposits and producers. Kandiole lies along trend and south of the Oklo Resources Ltd. discovery and the Komet Resources Inc. discovery and north of the IAMGOLD/Merrex Siribaya discovery.

Dabia South Gold Property - Komet Mali SARL

On July 2, 2020, Roscan completed the acquisition of 100% of the shares of Komet from Komet Resources Inc. The Dabia South gold property hosts the Kabaya and Walia targets and is contiguous to the Company's other properties that comprise the Kandiole Project. Total consideration was $3,345,661 and included the issuance of 4,060,336 common shares.

Option Agreements

Roscan has the right to acquire a 100%-interest in the following privately held gold prospective permits pursuant to option agreements, as described below. Roscan shall be responsible for keeping each permit in good standing and performing all obligations required by law during the applicable option period.

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