Roscan Gold : Financial Statements

MANAGEMENT'S DISCUSSION AND ANALYSIS

TSX-V:ROS

(For the three and six months ended April 30, 2023)

June 29, 2023

INTRODUCTION

This management's discussion and analysis ("MD&A") has been prepared by Roscan Gold Corporation's ("Roscan" or the "Company") management and provides a review of the Company's operating and financial performance for the three and six month period ended April 30, 2023, as well as a view of future prospects. The MD&A should be read in conjunction with Roscan's: unaudited condensed interim consolidated financial statements for the three and six month period ended April 30, 2023; and, audited consolidated financial statements for the year ended October 31, 2022. Additional information related to the Company is filed electronically on the System for Electronic Document Analysis and Retrieval (SEDAR) and is available online at www.sedar.com.

This MD&A may contain forward-looking statements, which may be influenced by factors described in the "Cautionary Statements" section of the MD&A. The "Risks and Uncertainties" section of this MD&A further describes other factors that could cause results or events to differ from expectations.

Basis of presentation

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

NOTE: in this MD&A references to years, such as F2023 or F2022, refer to the fiscal year ending October 31.

Qualified Person Statement

The scientific and technical information disclosed in this MD&A below has been reviewed and approved by Gregory Isenor, P.Geo., a director of the Company and a Qualified Person under National Instrument 43-101("NI-43-101").

Scientific and technical information contained in this MD&A has been referenced from the Company's NI 43-101 technical report titled, "Technical Report on the Kandiole Project, Mali" with an effective date of March 31, 2022.

CORPORATE PROFILE

Roscan Gold Corporation ("Roscan" or the Company) is a mineral exploration company focused on exploring and developing its 402 sq. km Kandiole Project (the "Kandiole Project") situated in the in the prolific gold prospective Birimian rocks of western Mali, West Africa. The Kandiole Project is comprised of nine contiguous permits, six of which are 100% held by the Company. Roscan has also exercised its option to acquire a 100% interest in two permits and has the right to acquire a 100% interest in one other privately held permit pursuant to an option agreement.

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 OTCQB Venture Market under the "RCGCF".

Roscan Gold Corporation

Management's Discussion & Analysis

(for the three and six month period ended April 30, 2023)

HIGHLIGHTS

Kandiole Project - Exploration activities

During the six-month period ended April 30th, 2023, the Company completed approximately 10,253 meters of Reversed Circulation (RC) drilling and 5,529 meters auger drilling on five (5) of its nine (9) permits currently held through its wholly owned subsidiaries, Roscan Mali and Komet Mali.

On 20th December 2022, the Company commenced a drilling program, which focused on the Dabia South (Kabaya), Mankouke South and Mankouke West, Bantanko East and Segondo West targets. The results of this well-defined drill program, which was to prospect gold occurrences outside the resource zones and some step-out holes at Kabaya to extend the resource area. This program is still ongoing until the end of Q3, 2023.

The Mine ministry decree 2022-5157MMEE-SG of 14 Nov 2022 authorizes the fusion of the Kandiole North and Mankouke Research permits to become Kandiole North permit alone. The consolidation between the new Kandiole North and the Dabia South permits in ongoing.

In February 2023, Roscan has initiated the scoping study based on resources estimated and an environmental impact study to apply for an exploitation permit. The environmental and social permit was granted on March 6th, 2023.

Kandiole Project - Permits

In November 2022, the Kandiole North (40 sq. km) and the Mankouke permit (17 sq. km) were merged into one permit with Kandiole North becoming the surviving permit. There was no change in the total area.

In February 2023, Roscan exercised its option to acquire the 42 sq. km Segondo West permit from SO.FI.SI Mining SARLU. The transfer of the permit is pending.

Financing activities

On March 31, 2022, the Company announced its intention to complete a non-brokered private placement financing for gross proceeds of up to $2,000,000 through the issuance of up to of 10,000,000 common shares of the Company at a price of $0.20 per share. On May 1, 2023, pursuant to the first tranche of the non-brokered private placement, the Company issued an aggregate of 7,113,700common shares at $0.20 per share for gross proceeds of $1,422,740.

On May 10, 2023, the Company disclosed that following its press release of March 31, 2023 and due to investor demand, the Company had increased the size of its non-brokered private placement financing to gross proceeds of up to $2,700,000 through the issuance of up to 13,500,000 common Shares of the Company at a price of $0.20 per Common Share. On May 15, 2023, the Company closed the final tranche of its non-brokered private placement through the issuance of 6,625,000 common shares at $0.20 per share for gross proceeds of $1,325,000.

MINERAL PROPERTIES

Kandiole Project - Mali

The Kandiole Project is comprised of nine contiguous gold prospective permits, encompassing approximately 402 sq. kilometres located within the Kéniéba "Cercle", an administrative sub-area of the Kayes Region, approximately 400 km west of Bamako, the capital of Mali in West Africa.

A mining permit (permis d'exploitation) may be granted for 12 years and is renewable for further periods of ten years until the mineral reserves have been exhausted. A mining permit may be granted to the holder of an exploration permit or a prospecting licence. Holders of a mining permit are required to enter an agreement referred to as a "Convention d'Établissement" or "Mining Convention Agreement" with the Malian government prior to the commencement of exploration or mining activities and must begin work within three years. A non- dilutable 10% share is owned by the Malian government, which reserves the right to acquire an additional 10% in the future.

2

Roscan Gold Corporation

Management's Discussion & Analysis

(for the three and six month period ended April 30, 2023)

Gold explorers and miners are subject to a tax called "Impôt Spécial sur Certains Produits (ISCO)" (Special Tax on Certain Products)". An additional tax called "taxé ad Valorem" has a taxable base equal to the starting value of the tonnage extracted minus intermediary fees and expenses. Gold and other precious metals are levied at a 3% royalty rate.

	Area
Permit	(sq kms)		Renewal date
Dabia South	35	Company held	February 3, 2025
Kandiole North (i)	57	Company held	March 1, 2024
Kandiole West	25	Company held	June 13, 2024
Mankouke West	16	Option exercised	March 25, 2024
Moussala North (ii)	32	Company held	April 6, 2023
Niala	75	Company held	May 23, 2024
Segando South	65	Company held	January 21, 2025
Segondo West (iii)	42	Option exercised	March 20, 2023
Bantanko East	55	Under option	March 2, 2024
	402

1. In November 2022, the Kandiole North and the Mankouke permits were merged with no change in the total area.
2. The Moussala North permit came up for renewal on April 6, 2023, and the renewal is pending.
3. The option to acquire Segondo West was exercised in February 2023 and the transfer of the permit is pending.

Dabia South Gold Property

On July 2, 2020, the Company purchased Komet Mali SARL, which holds the Dabia South permit.

A certain individual has made statements claiming rights to its Kabaya permit, which is held by Komet Mali SARL. Legal claims have been lodged and the Company considers that these statements are frivolous in nature and is taking steps to protect its interests in the permit..

Option Agreements - Exercised

During fiscal 2021, the Company completed its option agreement obligations to acquire the Kandiole North, Kandiole West, Mankouke, Mankouke West, Moussala, Niala and Segando South permits, of which six of these seven permits have been transferred to the Company with the transfer of the Mankouke West permit pending. During fiscal 2023, the Company completed its option agreement obligations to acquire the Segondo West permit while the transfer of permit is pending.

• Kandiole North - permit transferred
  In November 2022, Kandiole North (40 sq. kms.) and Mankouke (16.8 sq. kms.) were merged into one permit with a total area of 56.8 sq. kms, resulting in Kandiole North becoming the surviving permit.
  Kandiole North
  The Company acquired Kandiole North pursuant to an option agreement (dated June 4, 2018 with an effective date of November 3, 2017) with Touba Mining Junior SARL ("Touba"). Touba retained a 5% net profit interest ("NPI") and a 2% net smelter return royalty ("NSR") on all ore mined from the property. The Company has the right to purchase one-half of the NSR (equivalent to a 1% NSR) for $1,000,000. Touba assigned its option rights under its agreement with Ouani-Or SARL to the Company.

3

Roscan Gold Corporation

Management's Discussion & Analysis

(for the three and six month period ended April 30, 2023)

Mankouke

The Company acquired Mankouke pursuant to an option agreement (dated June 22, 2018) with Minex SARL ("Minex"). Minex retained a 3% NSR on all ore mined from the property. The Company has the right to purchase two-thirds of the NSR (equivalent to a 2% NSR) for US$1,000,000.

• Kandiole West - permit transferred
  The Company acquired Kandiole West pursuant to an option agreement (dated June 4, 2018 with an effective date of November 3, 2017) with Touba. Touba retained a 5% NPI and a 2% NSR on all ore mined from the property. The Company has the right to purchase one-half of the NSR (equivalent to a 1% NSR) for $1,000,000. Touba assigned its option rights under its agreement with Kara Mining SARL to the Company.
• Mankouke West - transfer of permit is pending
  The Company acquired Mankouke West pursuant to an option agreement (dated March 22, 2021) with Touba. Touba retained a 1% NSR on all ore mined from the property. The Company has the right to purchase the entire NSR for CDN $1 million.
• Moussala North and Segando South - permits transferred
  The Company acquired Moussala North and Segando South pursuant to option agreements (each dated March 31, 2018) with K.L. Mining and K.A Gold Mining (collectively, the "Optionor"). The Optionor retained a 2% NSR on all ore mined from the property. The Company has the right to purchase one-half of the NSR (equivalent to a 1% NSR) for US$1,200,000.
• Niala Option Agreement - permit transferred
  The Company acquired Niala pursuant to an option agreement (dated April 27, 2018) with SOLF SARL ('SOLF"). SOLF retained a 2% NSR on all ore mined from the property. The Company has the right to purchase one-half of the NSR (equivalent to a 1% NSR) for $500,000.
• Segondo West Option Agreement - Effective, February 5, 2018
  During fiscal 2023, the Company completed its option agreement obligations to acquire the Segondo West permit. The transfer of the permit is pending. To exercise the option the Company has:
• 1. paid SO.FI.SI Mining SARL ("SO.FI.SI") an aggregate of 65,000,000 CFA francs (approximately CDN $144,000), as follows:
  2. • 10,000,000 FCFA (CDN $23,410) on signing (paid);
     • 20,000,000 FCFA (CDN $43,985) by February 5, 2022 (paid); and,
     • 35,000,000 FCFA (CDN $77,776) by February 5, 2023 (paid).
  3. incurred an aggregate of 160,000,000 CFA Francs (approximately CDN $354,000) in exploration expenditures over the option period, as follows:
  4. • 50,000,000 FCFA by February 5, 2022 (completed); and,
     • 110,000,000 FCFA by February 5, 2023 (completed).

SO.FI.SI retains a 2% NSR on all ore mined from the property. The Company has the right to purchase one-half of the NSR (equivalent to a 1% NSR) for 450,000,000 CFA francs (approximately CDN $996,000).

4

Roscan Gold Corporation

Management's Discussion & Analysis

(for the three and six month period ended April 30, 2023)

Option Agreement - Exercise pending

Subject to the Company completing its option agreement obligations, the Company has the right to acquire a 100%- interest in the privately held Bantanko East option agreement, having an effective date of April 7, 2021, as further described below.

To exercise the option the Company shall:

1. pay Harmattan Consulting SARL ("Harmattan"), an aggregate of 115,000,000 CFA francs (approximately CDN $255,000), as follows:
2. • 20,000,000 FCFA (CDN $45,622) on signing (paid);
   • 27,500,000 FCFA (CDN $57,184) by April 7, 2022 (paid);
   • 30,000,000 FCFA (CDN $66,315) by April 7, 2023 (paid on May 11,2023); and
   • 37,500,000 FCFA (approximately CDN $86,000), upon the submission of the documentation to transfer the permit to the Company.
3. issue to Harmattan an aggregate of 115,000,000 CFA Francs (approximately CDN $254,000) in common shares of the Company based on the closing market price preceding the share issuance date, as follows:
4. • 20,000,000 FCFA (CDN $46,273) of shares on signing (90,731) shares issued);
   • 27,500,000 FCFA (CDN $56,898) of shares by April 7, 2022 (167,347 shares issued);
   • 30,000,000 FCFA CDN $67,248) of shares by April 7, 2023 (353,937 shares issued);
   • 37,500,000 FCFA (approximately CDN $86,000) of shares upon the submission of the documentation to transfer of the permit to the Company (approximately 478,000 shares).
5. incur an aggregate of 191,000,000 CFA francs (approximately CDN $423,000) in exploration expenditures over the option period, as follows:
6. • 44,000,000 FCFA by April 7, 2023 (completed); and,
   • 147,000,000 FCFA by April 7, 2024.

Note: Future commitments are based on April 28, 2023: exchange rates of 436 FCFA: $1 for Canadian denominated amounts; and a closing share price of CDN $0.18.

In conjunction with the property being placed into production, the Company shall incorporate an operating company and issue to Harmattan, within 30 days of the date of commencement of production, US $1,000,000 in common shares of the operating company.

If a bankable feasibility study is prepared by the Company and the study reveals proven gold reserves equivalent to more than 1,000,000 oz, the Company shall provide: (i) Harmattan with the results of the study; and, (ii) issue to Harmattan, within thirty (30) days of receipt of such study, US$1,000,000 in common shares of the Company.

Harmattan retains a two percent (2%) NSR on all ore mined from the property. The Company has the right to purchase one-half of the NSR (equivalent to a 1% NSR) for US $1,000,000.

SALE OF NET SMELTER RETURN ROYALTY

On December 2, 2022, the Company entered into a royalty financing agreement (the "Royalty Agreement") with Osisko Gold Royalties Ltd. ("Osisko"), whereby Osisko paid the Company $5 million to acquire an initial 1.0% net smelter royalty ("NSR") in the properties that comprise the Company's Kandiole Project. In addition, Osisko retains the option to acquire an additional 1% NSR (the "Additional Royalty") in the Kandiole Project properties, at any time, by paying another $5 million. The Company has the right to compel Osisko to acquire the Additional Royalty upon receipt of an exploitation licence issued by the Malian government in accordance with its mining codes or laws.

5