Roscan Gold : Financial Statements

MANAGEMENT'S DISCUSSION AND ANALYSIS

TSX-V:ROS

(For the year ended October 31, 2022)

February 28, 2023

GENERAL

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, 2022, 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, 2022 and 2021. 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.

Financial filings and additional information relevant to the Company's activities can be found on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.comor 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 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.

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, 401.8 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 up until December 31, 2021, on the OTC Pink under the symbol "RCGCF". On January 3, 2022, the Company commenced trading on the OTCQB under the symbol "RCGCF".

Management's Discussion & Analysis (for the year ended October 31, 2022)

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 F2022 or F2021 refer to Roscan's fiscal years ending October 31.

HIGHLIGHTS

Kandiole Project - Exploration activities

During the twelve-month period ended October 31, 2022, the Company completed approximately 37,809 meters of drilling on four of the ten permits currently held through its wholly owned subsidiaries, Roscan Mali and Komet Mali at a cost of $4,980,577 or approximately $132/meter.

On October 20, 2021, the Company commenced a drilling program, which focused on the Mankouke South and Kandiole North targets. The results of this well-defined drill program, which was completed during March 2022 are included in the Kandiole Project's National Instrument 43-101 ("NI 43-101") compliant resource estimate, announced on June 8, 2022, as discussed below.

On January 20, 2022, the Company commenced a 14,000-metre (Diamond Drilling, Reverse Circulation and Air core) drilling program focussing on Kabaya, Disse and Kandiole North to gain a better understanding and added additional ounces to the maiden resource as discussed above. Drilling also took place at Mankouke West for exploration purposes. Drilling up to March 25, 2022, are included in the Kandiole Project's National Instrument NI 43-101 as discussed above.

During March and April regional exploration continued (termite mound infill geochemistry and step out drilling at Kandiole, Mankouke South/Center and Disse.

On June 8, 2022, the Company announced its initial, pit-constrained, interim NI 43-101 compliant Mineral Resources reported at a gold price of only US$1,500 per oz, of 27.4 million tonnes grading 1.2 g/t Au totaling 1.02 million ounces of gold in the Indicated Category and 5.2 million tonnes grading 1.2 g/t Au totaling 198,000 ounces of gold in the Inferred category at its Kandiole project in Mali.

Roscan's maiden pit constrained Mineral Resource includes resources from six mineral deposits: Mankouke South, Mankouke Central, Kandiole1, Kandiole 2 and 4, Kabaya and Moussala. The discovery areas of Disse, Walia and Mankouke West were not included in the maiden resource due to lack of sufficient drilling to date but will be areas of upside for future exploration. and are being drilled at present.

Financing activities

During the year ended October 31, 2022, proceeds of $1,189,200 have been received by the Company from the exercise of 7,432,500 warrants and $615,000 have been received by the Company from the exercise of 4,850,000 stock options. On April 8, 2022, the remaining 2,142,870 broker warrants expired.

On February 28, 2022, the Company announced a $5.0 million non-brokered private placement with strategic investors to advance the Company's Kandiole Gold Project in West Mali. The Strategic Investors agreed to subscribe for and purchase 12.5 million common shares at a price of $0.40 per share for aggregate gross proceeds of $5,000,000 (the "Offering"). The $0.40 price per share reflected a 11% premium to the 30-Day VWAP to February 25, 2022.

On March 11, 2022, the Company closed on the previously announced private placement for gross proceeds of $5,000,000. A 6% finder's fee or $300,000 was paid to certain parties and the Company issued 200,000 Common Shares or $80,000 to a certain eligible finder in lieu of cash commissions.

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Management's Discussion & Analysis (for the year ended October 31, 2022)

On December 2, 2022, the Company announced that it has entered into a royalty financing agreement with Osisko Gold Royalties Ltd ("Osisko"). On December 2, 2022, Osisko acquired a 1.0% net smelter return royalty for upfront consideration of $5.0 million.

Change in directors and management

On March 16, 2022, the Company announced that Srinivasan Venkatakrishnan ("Venkat") would not be standing for re-election at its Annual General Meeting that took place on April 26, 2022, to assume Chairmanship of Endeavour Mining Plc (LSE:EDV, TSX:EDV), a leading global gold producer and the largest in West Africa, in May 2022. In order to ensure a smooth transition, Venkat continues to assist Roscan in an advisory role, for a period to be mutually agreed.

MINERAL PROPERTIES

Kandiole Project - Mali

The Kandiole Project is comprised of ten contiguous gold prospective permits, encompassing approximately 401.8sq. 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. Subsequent to October 31, 2022, the Kandiole North and the Mankouke permits were merged into one permit with no change in the total area.

On July 2, 2020, the Company acquired the Dabia South permit (35 sq. kms - renewal date of February 3, 2022. It was further renewed to February 3, 2025) through the acquisition of Komet Mali SARL , in which the $3,345,661 acquisition cost was expensed in accordance with the Company's accounting policy for exploration and evaluation expenditures. In addition, the Company entered into nine option agreements to acquire 100% interest in nine permits, encompassing 366.8 sq. kilometres. Each option agreement requires the Company to keep each permit in good standing and perform all obligations required by law.

A Mining Permit (permis d'exploitation) may be granted for 30 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 State, and the State reserves the right to acquire an additional 10% in the future.

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.

On December 2, 2022, the Company sold to Osisko Gold Royalties Ltd an initial 1.0% NSR for upfront consideration of $5.0 million (the "Royalty"). Pursuant to the Agreement, Osisko will retain the option to purchase a second 1.0% NSR (for a total NSR royalty percentage of 2.0%) on the Property at any time for an additional $5.0 million (the "Additional Royalty"). Furthermore, the Company will have the right to compel Osisko to acquire the Additional Royalty in the event Roscan receives a long-term exploitation license on the Property from the Malian government.

Osisko has also been granted a right of first refusal on future royalties and streams related to the Property including in relation to the Company's outstanding buyback rights, should the Company decide to sell those rights, and royalties on any future properties acquired or claimed by the Company that are contiguous or complementary to the Property.

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Management's Discussion & Analysis (for the year ended October 31, 2022)

The following summarizes the permits held or under option by the Company:

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

Dabia South Gold Property - Komet Mali SARL

On July 2, 2020, the Company acquired through its wholly owned subsidiary Roscan Gold Mali SARL 100% of the shares of Komet Mali SARL from Komet Resources Inc. Komet Mali SARL, which holds the Dabia South gold property. The property is contiguous to the Company's other properties that comprise the Company's Kandiole Project.

The purchase price consideration was $3,345,661, which included cash of $1,600,000 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. The fair value attributed to the Dabia South property was expensed in accordance with the Company's accounting policy for exploration and evaluation expenditures.

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 (please refer to the Permit and Property Title Section in the Risk Section of the MD&A for more information on Mali).

Option Agreements - Exercised

Roscan completed its option agreement obligations in fiscal 2021 to acquire a 100%-interest in the following privately held gold prospective permits. The Company is responsible for keeping each permit in good standing and performing all obligations required by law.

1. Kandiole North and Mankouke - permits transferred
   In November 2022, Kandiole North (40 sq. kms.) and Mankouke (17 sq. kms.) were merged into one permit with no change in the total area, resulting in Kandiole North becoming the surviving permit.
   Kandiole North
2. 1. Pursuant to the June 4, 2018, option agreement (effective date November 3, 2017) with Touba Mining Junior SARL ("Touba Jr"), the Company exercised its option by:paying Touba Mining Junior SARL ("Touba Jr") an aggregate of $80,000 over a three (3) year option period; and
   2. paying permitting fees to the Malian government's Direction Nationale de la Geologie et des Mines ("DNGM").

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Management's Discussion & Analysis (for the year ended October 31, 2022)

Touba Jr 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 Jr assigned its option rights under its agreement with Ouani-Or SARL to the Company.

Mankouke

Pursuant to the June 22, 2018, option agreement with Minex SARL ("Minex") the Company exercised its option by:

1. paying Minex SARL ("Minex") an aggregate of $250,000 over a three (3) year option period;
2. issuing 1,000,000 common shares of the Company to Minex; and,
3. incurring an aggregate of $205,000 in exploration expenditures over the option period.

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.

2) Kandiole West - permit transferred.

Pursuant to the June 4, 2018, option agreement (effective date November 3, 2017) with Touba Jr, the Company exercised its option by:

1. paying Touba Jr an aggregate of $80,000 over a three (3) year option period.
2. paying permitting fees to the DNGM.

Touba Jr 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 Jr assigned its option rights under its agreement with Kara Mining SARL to the Company.

1. Mankouke West - transfer of permit is pending.
   Pursuant to the March 22, 2021, option agreement with Touba Jr the Company exercised its option by:
2. 1. paying Touba Jr $10,000 upon receipt of the authorization permit for exploration, which permit was received on March 25, 2021 (paid); and
   2. pay all permitting fees and taxes (paid).

Touba Jr retains a 1% net smelter return royalty ("NSR") on all ore mined from the property. The Company has the right to purchase the entire NSR for $1 million.

4) Moussala North and Segando South - permits transferred.

Pursuant to the March 31, 2018, option agreements with K.L. Mining and K.A Gold Mining (collectively, the "Optionor") the Company exercised its option by:

1. Paying the Optionor an aggregate of US$400,000 over a three (3) year option period;
2. incurring an aggregate of US$165,000 in exploration expenditures over the option period; and
3. paying permitting fees to the DNGM.

The Optionor retained a 2% 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 US$1,200,000.

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