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Press release from Marketwire

Roxgold Inc. Announces $10 Million Brokered Private Placement

Tuesday, January 29, 2013

Roxgold Inc. Announces $10 Million Brokered Private Placement07:45 EST Tuesday, January 29, 2013TORONTO, ONTARIO--(Marketwire - Jan. 29, 2013) -NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.Roxgold Inc. (TSX VENTURE:ROG) (the "Company") is pleased to announce a brokered private placement of common shares ("Common Shares") through a syndicate of agents to be co-led by Toll Cross Securities Inc. and Jennings Capital Inc., and including GMP Securities L.P., and Raymond James Limited (together, the "Agents"), in which the Agents will raise up to approximately $10 million on a best efforts basis (the "Offering") at a price of $0.70 per Common Share (the "Offering"). The Agents will also have the option to increase the size of the Offering by an additional 15% at any time up to 24 hours prior to the closing date. The Company has agreed to pay the Agents a cash commission equal to 6.0% of the gross proceeds of the Offering excluding up to $1.5 million of president's list orders.The Offering is scheduled to close on or about February 7, 2013 and is subject to certain conditions including, but not limited to, completion of satisfactory due diligence investigations and receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.The net proceeds of the Offering will be used for continued exploration of the Company's Burkina Faso properties and for general working capital purposes.The Common Shares to be issued in connection with the Offering will be subject to a four-month hold period.These securities being offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.This news release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, including the expected completion of the Offering and the timing thereof, and the expected use of proceeds are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include, changes in market conditions, unsuccessful exploration results, changes in the price of gold, unanticipated changes in key management personnel and general economic conditions. Mining exploration and development is an inherently risky business. Accordingly the actual events may differ materially from those projected in the forward-looking statements. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. The Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities laws.FOR FURTHER INFORMATION PLEASE CONTACT: Neither 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. Contact Information: Roxgold Inc.John DorwardPresident & CEO(416) 203-6401jdorward@roxgold.comwww.roxgold.com