Roxgold Reports Financial Results for Period Ended March 31, 2014

TORONTO, May 26, 2014 /CNW/ - Roxgold Inc. ("Roxgold" or "the Company") (TSXV: ROG) today reported its financial results for the three months ended March 31, 2014. For complete details of the unaudited Condensed Interim Consolidated Financial Statements and associated Management's Discussion and Analysis for the period ended March 31, 2014, please see the Company's filings on SEDAR (www.sedar.com or the Company's website www.roxgold.com).

FISCAL FIRST QUARTER 2014 FINANCIAL HIGHLIGHTS

• On March 25, 2014 pursuant to a bought deal private placement financing, the Company issued 49,680,000 common shares and received gross proceeds of $28,814,000;
• At March 31, 2014 Roxgold had $38,087,000 in cash and cash equivalents;
• Expenditures on the Yaramoko exploration property totalled $5,679,000 for the quarter ended March 31, 2014; and
• Net loss for the quarter ended March 31, 2014 amounted to $1,271,000.

FISCAL FIRST QUARTER 2014 CORPORATE AND OPERATING HIGHLIGHTS

• On February 20, 2014 the Company announced the highlights of regional exploration drilling which included 19.94 grams per tonne ("gpt") gold over 3.7 metres including 43.7 gpt over 1.7 metres in hole YRM-14-BG-037, 16.24 gpt gold over 3.8 metres including 35.1 gpt over 1.7 metres in diamond drill hole YRM-14-BG-036 and 13.8 gpt gold over 1.1 metres in diamond drill hole YRM-14-BG-038 at Bagassi South
• In March 2014, the Company made a provisional submission of its ESIA to the environmental regulator (BUNEE) in Burkina Faso. The final ESIA was recently submitted in May 2014. Negotiations with community members regarding income restoration and compensation for land disturbed by the planned mining activities were positively completed in April 2014. Total compensation will be as estimated within the Feasibility Study. No relocations are required as part of the proposed development.

NEAR TERM CORPORATE OBJECTIVES¹

In the near term, planned activities at the Yaramoko project include:

• Completing detailed engineering in the second quarter;
• Finalizing project financing, which is expected by the second or third quarter;
• Finalizing permitting, which is expected in the third quarter;
• Initiating early stage construction works to preserve and enhance timeline to production.

In addition, the Company continues to explore on its 196 km² Yaramoko permit where eight priority drill targets have been identified that will be tested within the coming months. Most notably these targets include the QV1 target at Bagassi South where recent drilling has returned high grade results.

EVENTS SUBSEQUENT TO MARCH 31, 2014

Feasibility Study¹

On April 22, 2014, the Company announced the results of its feasibility study for the Yaramoko Gold Project (the "Feasibility Study"). The study envisions an underground mining scenario with an initial life of mine of over seven years. The Study also outlined:

The economic parameters presented above are based upon 100% ownership of the Yaramoko Gold Project. Under the Mining Code of Burkina Faso, the Government of Burkina Faso is entitled to a 10% interest in the project upon formal award of an exploitation permit. On a 90% basis, the After-tax NPV^5% of Roxgold's interest in the project is $232 million under the base case scenario. The Government of Burkina Faso is estimated to receive an undiscounted $143 million from Yaramoko in the form of dividends, taxes, VAT, duties and levies.

The key assumptions utilized were a gold price of $1,300 per ounce sold, a diesel price of $1.58 per litre delivered to site as well as an electricity tariff of $0.171 per kWhr and a royalty rate of 5%.

More information on the Feasibility Study can be found in the Company's April 22, 2014 news release available on SEDAR at www.sedar.com and its website at www.roxgold.com. The National Instrument 43-101 Standards of Disclosure for Mineral projects technical report will be filed on SEDAR within the 45 days of the April 22, 2014 news release.

Shareholder Rights Plan

On April 24, 2014, Roxgold's Board of Directors (the "Board") adopted a new shareholder rights plan (the "Rights Plan").

The Rights Plan is intended to ensure that in the event of an unsolicited take-over bid for the common shares of the Company, all holders of common shares of the Company and the Board have adequate time to consider and evaluate any such take-over bid, the Board has adequate time to identify, solicit, develop and negotiate value-enhancing alternatives, as considered appropriate, to any such take-over bid and the Company's shareholders are treated fairly in connection with any such take-over bid. The Rights Plan is not intended to prevent a change of control of the Company to the detriment of shareholders.

The Rights Plan will be submitted to the shareholders of the Company for ratification at the Company's Annual and Special Meeting to be held on May 27, 2014 (the "Meeting"). If the Rights Plan is not ratified by the Company's shareholders, the Rights Plan and any rights issued pursuant to it will terminate. If the Rights Plan is ratified, it will continue in effect until the third annual meeting of shareholders thereafter.

A copy of the Rights Plan is available on SEDAR at www.sedar.com. The Company's existing shareholder rights plan, which was approved by shareholders on November 25, 2011, will terminate at the Meeting.

For more information, please see the Company's April 24, 2014 news release.

Regional Exploration Update

On May 6, 2014 the Company announced the latest results from its regional exploration program at Yaramoko's prospective Bagassi South Zone.

Highlights from the diamond drilling program at Bagassi South's QV1 target included:

• 226.76 grams per tonne ("gpt") gold over 3.1 metres (2.7 metres true width) including 442.00 gpt gold over 1.6 metres (1.4 metres true width) in diamond drill hole YRM-14-BG-041
• 3.04 gpt gold over 5.0 metres (3.2 metres true width) including 11.30 gpt gold over 0.6 metres (0.3 metres true width) in diamond drill hole YRM-14-BG-043 as well as an additional intercept of 3.04 gpt gold over 3.8 metres (2.4 metres true width)
• 2.44 gpt gold over 1.7 metres (1.5 metres true width) including 6.56 gpt gold over 0.6 metres (0.5 metres true width) in diamond drill hole YRM-14KD-BG-023, located 200 metres West along strike from QV1

For more information please refer to the news release dated May 6, 2014.

Expansion of the Yaramoko Permit

On May 8, 2014, the Burkina Faso Ministry of Mines issued a permit expansion enlarging the total permit area from 167 km² to 196 km². This provides the Company with additional prospective exploration ground along the Hounde belt margin.

SELECTED FINANCIAL DATA

The following table and contained data is derived from the Company's financials for the three months ended March 31, 2014 and 2013, prepared in accordance with IFRS reporting standards.

General and administrative expenses in the first quarter increased compared to the same period in 2013 as a result of additional professional fees associated with the project finance process as well as additional costs related to the process of becoming a short-form prospectus issuer. The other general and administrative costs for the first quarter of 2014 are in line with the costs incurred during the same period in 2013 as the Company stabilized its level of corporate activities while intensifying activities in Burkina as reflected by higher owners' costs in anticipation of mine construction.

Share-based payments costs in the first quarter of 2014 include costs associated with the grant of 2,645,000 stock options of which 2,320,000 stock options represented the 2014 annual grant to selected employees for $216,000 as well as costs totalling $116,000 (2013: ($46,000) related to the Deferred share units ("DSU") granted under the initial DSU plan and $115,000 (2013: $42,000) for share-based payments related to the restricted share units. The first quarter of 2013 did not include an annual grant of stock options.

The variation in shareholders' equity relates mainly to the bought deal closed in March 2014 to fund the development of the flagship Yaramoko exploration property and operation's net of loss for the quarter.

QUALIFIED PERSON

Pierre Desautels, P.Geo, of AGP Mining Consultants Inc., a Qualified Person within the meaning of National Instrument 43-101 who is an independent consultant to the company, has verified and approved the technical data disclosed in the press releases included herein by reference. This includes the sampling, analytical and test data underlying the information.

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 Houndé greenstone region of Burkina Faso, West Africa. The Company is currently advancing Yaramoko's 55 Zone through permitting and expects to commence development in Q4 2014. Roxgold trades on the TSX Venture Exchange under the symbol ROG.

ON BEHALF OF ROXGOLD INC.

"Natacha Garoute"
Chief Financial Officer and Corporate Secretary

"Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release."

This news release contains forward-looking information. Forward looking information contained in this new release includes, but is not limited to, statements with respect to: (i) the estimation of inferred and indicated mineral resources and probable mineral reserves; (ii) the success of exploration activities; (iii) the completion and timing of the environmental assessment process (iv) the results of the Feasibility Study including statements about future production, future operating and capital costs, the projected IRR, NPV, payback period, and production timelines for the 55 Zone on the Yaramoko permit.

These statements are based on information currently available to the Company and the Company provides no assurance that actual results will meet management's expectations. In certain cases, forward-looking information may be identified by such terms as "anticipates", "believes", "could", "estimates", "expects", "may", "shall", "will", or "would". Forward-looking information contained in this news release is based on certain factors and assumptions regarding, among other things, the estimation of mineral resources and mineral reserves, the realization of resource estimates and reserve estimates, gold metal prices, the timing and amount of future exploration and development expenditures, the estimation of initial and sustaining capital requirements, the estimation of labour and operating costs, the availability of necessary financing and materials to continue to explore and develop the Yaramoko project in the short and long-term, the progress of exploration and development activities, the receipt of necessary regulatory approvals, the completion of the environmental assessment process, and assumptions with respect to currency fluctuations, environmental risks, title disputes or claims, and other similar matters. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.

Forward looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include risks inherent in the exploration and development of mineral deposits, including risks relating to changes in project parameters as plans continue to be redefined including the possibility that mining operations may not commence at the Yaramoko project, risks relating to variations in mineral resources and mineral reserves, grade or recovery rates resulting from current exploration and development activities, risks relating to changes in gold prices and the worldwide demand for and supply of gold, risks related to increased competition in the mining industry generally, risks related to current global financial conditions, uncertainties inherent in the estimation of mineral resources and mineral reserves, access and supply risks, reliance on key personnel, operational risks inherent in the conduct of mining activities, including the risk of accidents, labour disputes, increases in capital and operating costs and the risk of delays or increased costs that might be encountered during the development process, regulatory risks, including risks relating to the acquisition of the necessary licenses and permits, financing, capitalization and liquidity risks, including the risk that the financing necessary to fund the exploration and development activities at the Yaramoko project may not be available on satisfactory terms, or at all, risks related to disputes concerning property titles and interest, and environmental risks. Please refer to the Company's Short Form Prospectus dated March 17, 2014 filed on SEDAR at www.sedar.com for political, environmental or other risks that could materially affect the development of mineral resources and mineral reserves. This list is not exhaustive of the factors that may affect any of the Company's forward-looking information. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking information. The Company does not undertake to update any forward-looking information that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities laws.

SOURCE Roxgold Inc.