Roxgold Inc. Announces C$20 Million Bought Deal Financing

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

TORONTO, ONTARIO -- (Marketwired - March 3, 2014) - Roxgold Inc. ("Issuer") (TSX VENTURE:ROG) has announced today that it has entered into an agreement with a syndicate of underwriters led by BMO Capital Markets, under which the underwriters have agreed to buy on bought deal basis 34,500,000 common shares (the "Common Shares"), at a price of C$0.58 per Common Share for gross proceeds of C$20,010,000 (the "Offering"). The Company has granted the Underwriters an option, exercisable at the offering price for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any. The offering is expected to close on or about March 25, 2014 and is subject to Issuer receiving all necessary regulatory approvals.

The net proceeds of the offering will be used to advance the Yaramoko Gold Project and further exploration at the property, as well as for general working capital purposes.

The Common Shares will be offered by way of a short form prospectus in all of the provinces and territories of Canada, excluding Quebec and may also be offered by way of private placement in the United States.

This press release is not an offer of the Common Shares in the United States or in any other jurisdiction in which the offer or sale of the Common Shares would be unlawful. The Common Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent an exemption from registration thereunder.


ABOUT ROXGOLD:

Roxgold is a gold exploration and development company with its key asset, the high grade, 100% owned Yaramoko Gold Project located in the mineral-rich Houndé greenstone region of Burkina Faso, West Africa. The Company announced a Preliminary Economic Assessment in September 2013 which demonstrated attractive potential economics and is currently completing a Feasibility Study which is expected to be completed in the second quarter of 2014. Roxgold trades on the TSX Venture Exchange under the symbol ROG.


NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Forward Looking Statements - Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Roxgold Inc., including, but not limited to the impact of general economic conditions, industry conditions, dependence upon regulatory approvals, the availability of financing and the timing of completion of the Feasiblity Study for the Yaramoko project. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.



CONTACT INFORMATION

Roxgold Inc.
Annelise Burke, Manager, Investor Relations and Corporate Communications
416-203-6401
Aburke@roxgold.com