Roscan Gold : Q4 Management Discussion and Analysis

ROSCAN GOLD CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

(for the year ended October 31, 2020)

February 26, 2021

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 year ended October 31, 2020, as well as a view of future prospects. The MD&A should be read in conjunction with Roscan's audited consolidated financial statements for the years ended October 31, 2020 and 2019. 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.

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 F2020, refer to the fiscal years ending October 31.

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.

CORPORATE PROFILE

Roscan is a publicly-listed exploration company involved in the business of acquiring, exploring and developing gold properties in Mali, West Africa. Roscan has assembled a significant land position for its Kandiole Project, situated in the in the prolific gold prospective Birimian rocks of western Mali. The Kandiole Project hosts 10 gold prospective targets and is comprised of nine permits, encompassing approximately 347 sq. kms. Of these permits, Roscan is acquiring a 100% interest in eight privately-held permits pursuant to option agreements.

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.

HIGHLIGHTS

Kandiole Project - Exploration activities

In January 2020, Roscan commenced phase 1 of its 2020 exploration program, which was initially planned to include up to 10,000 metres of diamond drilling largely directed at its southern discovery target on its Mankouke permit. Results from the drill program at Mankouke South continue to be very encouraging and demonstrates that Mankouke South remains open at depth and along strike to the north. In addition, a second drill was deployed during Q2/20 for a regional AC drill program at the Company's Kandiole West permit. As a result of the positive drill results of the exploration program, the diamond drilling campaign tripled to 30,000m in February and it was again increased in June 2020 to 45,000 metres. Roscan now has six (6) drill rigs available to test its key and regional targets. As well, Roscan concluded a high-resolutionair-borne geophysics survey.

Kandiole Project - Acquisition of the Dabia South gold property

In June 2020, Roscan entered into a definitive agreement with Komet Resources Inc. ("Komet") to acquire Komet's Dabia South gold property (35 sq. kms) that is contiguous to the Company's Kandiole Project. The consideration paid by the Company consisted of $1,600,000 in cash and 4,060,336 common shares. The acquisition closed on July 2, 2020.

Roscan Gold Corporation

Management's Discussion & Analysis (for the year ended October 31, 2020)

Kandiole Project - Mankouke West and Segondo West permits

Subsequent to October 31, 2020, Roscan expanded the Kandiole Project area by 58 sq. kms, by entering into option agreements for the Mankouke West permit (16 sq. kms) and the Segondo West permit (42 sq kms).

Financing activities

On December 12, 2019, Roscan completed a 44,930,000 unit brokered private placement for gross proceeds of $4,493,000.

On May 27, 2020, Roscan completed a 23,437,500 share brokered private placement for gross proceeds of $7,500,000.

As of the date of this MD&A, the Company has received proceeds of $12,809,610 from the exercise of 79,395,157 warrants and $605,500 from the exercise of 5,100,000 stock options.

Director and management changes

On December 19, 2019, Mr. Nana Sangmuah was appointed President/Chief Executive Officer and a director of the Company and Dr. Andrew Ramcharan was appointed the Company's Executive Vice-President of Corporate Development and Investor Relations. The Company's former President/Chief Executive Officer, Mr. Gregory Isenor, with 50 years of experience in the mineral sector, was appointed Executive Vice-Chair of the Company.

Mr. Sangmuah has over 20 years of international mining experience and provides Roscan with strong leadership skills and an extensive knowledge of the mining exploration industry and capital markets. Most recently, Mr Sangmuah was Managing Director, Equity Research - Metals and Mining for Clarus Securities Inc ("Clarus"). During Mr. Sangmuah tenure at Clarus, he successfully grew Clarus's capital markets mining profile and transitioned Clarus to become one of the leading financial mining institutions; and, attracted institutional capital funds into a number of West African mining companies, including Endeavour Mining, SEMAFO, Asanko Gold, Cardinal Resources, Perseus Mining, Golden Star Resources, amongst others. Prior to Clarus, Mr. Sangmuah held other global equity research roles with Haywood Securities Inc. and Stifel Financial Corp U.S.A. Mr. Sangmuah holds a BSc Hon's degree in Mining Engineering from Kwame Nkrumah University of Science and Technology, Ghana, and an MBA from University of Toronto - Rotman School of Management.

Dr. Ramcharan has over 20 years' experience in the mining industry and international experience involving over 300 mining project evaluations, exploration, and corporate development/investor relations. Most recently, Dr. Ramcharan was Managing Director at Sprott Inc., and Manager-Corporate Development at IAMGOLD Corporation. Dr. Ramcharan worked with the team that made a major discovery of over one (1) million ounces of NI 43-101 Compliant gold in Panama in 2013. He lectured at University of Toronto in Mineral Resource and Mineral Reserve Estimation, MIN301. Dr. Ramcharan is a graduate of the Colorado School of Mines, the University of Leoben and completed Harvard University's Continuing Education Program. Dr. Ramcharan is a P.Eng in Ontario, a Registered Member of The Society for Mining, Metallurgy and Exploration (SME), a Fellow of The Australasian Institute of Mining and Metallurgy (AusIMM) and The South African Institute of Mining and Metallurgy (SAIMM).

On January 12, 2020, Mr. Michael Gentile transitioned from his strategic advisor role (appointed December 12, 2019) to being a director of the Company. From 2003 to 2018 Mr. Gentile worked as professional money manager at Formula Growth Ltd, an independent investment management firm established in Montreal in 1960 with a long-term track record of creating investor wealth. While at Formula Growth Mr. Gentile's main sector focus was the mining and natural resource sectors. In 2012, he became the co-manager of the Formula Growth Alpha Fund, a market neutral hedge fund focused on small to mid-cap equities. From 2011 to 2018 the Formula Growth Alpha Fund became one of the largest market neutral funds in Canada, growing its assets under management to over $650 million by the end of 2018. In October 2018, Mr. Gentile retired from full time money management and remains a very active investor in the mining space, owning significant stakes in several small-cap mining companies.

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Roscan Gold Corporation

Management's Discussion & Analysis (for the year ended October 31, 2020)

On January 12, 2020, Sir Samuel Jonah was appointed a director and non-executive chair of the Company. Sir Jonah earned an Associateship in Mining Engineering at the Camborne School of Mines, Cornwall, England, and subsequently a M.Sc in Mine Management at the Imperial College of Science and Technology, London. He also has an honorary Doctor of Science (D.Sc.) degree awarded jointly by the Camborne School of Mines and the University of Exeter (UK) in 1996. Sir Jonah joined Ashanti Goldfields Corporation in 1979, working in various capacities, including underground operations. At the age of 36 he became the Chief Executive Officer (CEO) and supervised the transformation of Ashanti Goldfields into a mining multinational, increased gold production from 240,000 ounces per annum to over 1.6 million ounces in over ten years and oversaw the company's listing as the first operating African company on the New York Stock Exchange. He became Executive President of Anglo Ashanti Ltd (world second largest gold producer at the time) in May 2004 when Ashanti merged with AngloGold Limited.

In June 2003, Sir Jonah became the first Ghanaian to be knighted in the 21st century when he was presented with an honorary knighthood by the Prince of Wales, in recognition of his achievements as an African businessman, a leading business executive from the Commonwealth, and an international public figure. In his long career he has successfully served on many boards, including the board of Vodaphone UK and the advisory board of Bank of America. Sir Jonah is the Chairman of Helios Towers that completed an initial public offering in October 2019 for $1.8 billion.

On January 12, 2020, Mr, David Mosher and Mr. Donald Whalen resigned from the Company's board of directors to accommodate the appointments of Mr. Gentile and Sir Jonah.

At Roscan's annual shareholder meeting held on March 26, 2020, the Company's board of directors was reduced to four members, as Mr. Donald Dudek, Mr. David Kavanagh, Mr. Chris Irwin and Mr. Mark McMurdie did not stand for re-election.

On April 30, 2020, Mr. David Reading was appointed as the Company's technical adviser. Mr. Reading has significant expertise in the global gold mining industry with over 40 years of experience across the fields of exploration, feasibility, project development and mining. He is the former Chief Executive Officer of European Goldfields and Aureus Mining, and the former general manager of African exploration for Randgold Resources. In addition, he was special adviser to Continental Gold and has consulted to various mining groups with assets in the Americas and Africa. Mr. Reading has an MSc in economic geology and is a fellow of Institute of Materials, Metals and Mining (IOM3) and the Society of Economic Geologists (SEG).

On February 8, 2021, Mr. Srinivasan Venkatakrishnan, was appointed a 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.

COVID-19 Pandemic

In March 2020, the World Health Organization declared a global pandemic related to COVID-19). Its impact on global economies has been far-reaching, and businesses around the world have had to cease or limit operations for long or indefinite periods of time. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown.

It is not possible to reliably estimate the duration and severity of the COVID-19 pandemic, nor the impact it may have on the financial position and results of the Company for future periods. Roscan's Malian operations have not been disrupted by COVID-19 and Roscan is proceeding with its exploration activities as long as the work

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Roscan Gold Corporation

Management's Discussion & Analysis (for the year ended October 31, 2020)

environment remains safe. Roscan has established rigorous controls, prevention measures and a response plan in order to ensure the health of its workers.

Mali Coup

In August 2020, 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.

MINERAL 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 encompasses approximately 347 sq. kms. and is comprised of the following nine permits:

Permit	Area		Permit Renewal Date
(sq kms)
Dabia South	35		February 3, 2022
Kandiole North	40	Under option	March 1, 2021
Kandiole West	25	Under option	June 13, 2021
Mankouke	17	Under option	April 3, 2023
Mankouke West	16	Under option	Pending
Moussala North	32	Under option	April 6, 2023
Niala	75	Under option	May 23, 2021
Segando South	65	Under option	Pending
Segondo West	42	Under option	March 20, 2023

Roscan believes these are highly prospective properties, as they are located 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.

Acquisition of Dabia South Gold Property

On July 2, 2020, Roscan completed the acquisition of 100% of the shares of Komet Mali SARL ("(Komet Mali") 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 paid was $3,345,661 and included cash of $1,600,000 in cash and 4,060,336 common shares, having a fair value of $1,664,738. In addition, the Company incurred legal and regulatory costs of $80,923.

In accordance with IFRS 3 - Business Combinations, the acquisition of Komet Mali was treated as an asset acquisition and the fair value attributed to the Dabia South property was expensed in accordance with the Company's accounting policy for exploration and evaluation expenditures.

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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Roscan Gold Corporation

Management's Discussion & Analysis (for the year ended October 31, 2020)

1. Kandiole North Option Agreement* - Effective, November 3, 2017
2. 1. pay Touba Mining SARL ("Touba") an aggregate of $80,000 over a three (3) year option period, as follows:
   2. 1. $40,000 in two $20,000 instalments, payable by May 3 (paid) and November 3, 2018 (paid);
      2. $20,000 in two $10,000 instalments, payable by May 3 (paid) and November 3, 2019 (paid); and,
      3. $20,000 in two $10,000 instalments, payable by May 3 (paid) and November 3, 2020 (paid).
   3. pay permitting fees of 10,000,000 CFA francs (paid), approximately $23,500, to the Malian government's Direction Nationale de la Geologie et des Mines ("DNGM").
   4. Touba retained a 5% net profit interest ("NPI") and a 2% net smelter return royalty ("NSR") on all ore mined from the property. Roscan 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 Quani-Or SARL to the Company.
3. Kandiole West Option Agreement* - Effective, November 3, 2017
4. 1. pay Touba Mining SARL ("Touba") an aggregate of $80,000 over a three (3) year option period, as follows:
   2. 1. $5,000 on signing (paid);
      2. $15,000 comprised of a $5,000 instalment, payable May 3, 2018 (paid), and a $10,000 instalment, payable on November 3, 2018 (paid);
      3. $20,000 in two $10,000 instalments, payable by May 3 (paid) and November 3, 2019 (paid); and,
      4. $40,000 in two $20,000 instalments, payable by May 3 (paid) and November 3, 2020 (paid).
   3. pay permitting fees of 10,000,000 CFA francs (paid), approximately $23,500, to the DNGM.
   4. Touba retained a 5% net profit interest ("NPI") and a 2% net smelter return royalty ("NSR") on all ore mined from the property. Roscan 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.
5. Segando South and Moussala North Option Agreement* - Effective, March 31, 2018
6. 1. pay K. L. Mining SARL and K. A. Gold Mining SARL (collectively, the "Optionor") an aggregate of US$400,000 over a three (3) year option period, as follows:
   2. 1. US$40,000 in signing (paid);
      2. US$60,000, payable by March 31, 2019 (paid);
      3. US$120,000, payable by March 31, 2020 (paid); and,
      4. US$180,000, payable by March 31, 2021.
   3. Incur an aggregate of US$165,000 in exploration expenditures over the option period, as follows:
   4. 1. First year - US$40,000 (completed)
      2. Second year - US$60,000 (completed)
      3. Third year - US$65,000

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