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.

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…