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Press release from Marketwire

Roxgold Reports Financial Results for Year Ended December 31, 2012

Significant Milestones Achieved in Advancing the Yaramoko Gold Project

Monday, April 29, 2013

Roxgold Reports Financial Results for Year Ended December 31, 2012

17:51 EDT Monday, April 29, 2013

TORONTO, ONTARIO--(Marketwired - April 29, 2013) - Roxgold Inc. ("Roxgold" or "the Company") (TSX VENTURE:ROG) announces the Company's audited financial results for the fourteen month year ended December 31, 2012. To view a full copy of the Audited Consolidated Financial Statements and associated Management's Discussion and Analysis for the year ended December 31, 2012, please see the Company's filings on SEDAR (www.sedar.com) or on the Company's web site (www.roxgold.com).

For Roxgold, 2012 was a transformative year as it advanced the Yaramoko Gold Project in Burkina Faso. Following the proxy contest which ended at the Company's Annual General Meeting ("AGM") on September 25, 2012, a new board and management team was established with the aim of fully realizing the potential of the Company's unique suite of assets.

Recent Highlights and Significant Events:

  • Demonstrated high grade gold mineralization to a vertical depth of 900 meters at the 55 Zone
  • Increased the size of the indicated resource by 94%1
  • Demonstrated average gold recoveries in excess of 97% in preliminary metallurgical testwork2
  • Initiated a concession wide regional targeting and drill testing program
  • Strong cash position of $8.6 million at year end plus the completion of a $10.5 million private placement in February 2013 ensures that 2013 plans are fully funded
1See press release dated March 04, 2013
2See press release dated December 03, 2012

"Roxgold is poised for a significant year in 2013" stated John Dorward, Roxgold's President & CEO. "With the recent capital raise, we have a solid financial position and have built the team to drive progress at Yaramoko. We look forward to delivering a Preliminary Economic Assessment ("PEA") in the third quarter and reporting the results of continued drilling at the 55 Zone as well as the regional exploration program."

Selected Financial Data

The Company previously advised that it would be changing its financial year end from October 31 to December 31 and consequently has reported a one-time fourteen month transition year covering November 1, 2011 to December 31, 2012.

Roxgold's net loss for the year ended December 31, 2012 totaled $30,570,146 (October 31, 2011: $2,086,241). The increase in the net loss for the current period was primarily due to non-recurring items including the recognition of a $14,850,036 write-down of non-core mineral properties; an expense of $1,875,842 attributable to a proxy battle that preceded the Company's AGM held on September 25, 2012 and the recognition of $1,887,500 in severance expenses relating to change of control provisions in employee contracts that were triggered by board changes at the AGM. The Company also recognized $8,685,484 (2011: $1,528,674) in share-based payments relating primarily to stock options granted to employees and former directors, employees and consultants of the Company during 2012.

The primary use of cash during the year ended December 31, 2012 was exploration and evaluation expenditures totaling $29,237,707. The Company financed activities out of $41.6 million raised through two private placements for total gross proceeds of $37,257,500 (24,325,000 shares issued) and $4,320,486 (13,276,362 shares issued) received from the exercise of warrants and stock options.

During 2012, former directors voluntarily forfeited the 3,525,000 stock options granted to them during the year and the stock options were subsequently cancelled by the Company. During 2013, a total of 4,389,667 stock options granted to former directors and employees are scheduled to expire. Following changes to the Company's compensation practices, it is anticipated that share based payments will be significantly lower in 2013.

2013 Corporate Objectives:

During fiscal 2013, Roxgold will continue to focus its efforts on advancing its flagship Yaramoko Property. Specific work plans for 2013 include:

  • Continued in-fill core drilling on the 55 Zone down plunge from 400 to 750 metres below surface;
  • Additional metallurgical testing of drill core from the 55 Zone;
  • Drilling of additional geochemical and geophysical targets in the Yaramoko permit area;
  • Systematic mapping and sampling of artisanal mining sites throughout the Yaramoko permit area;
  • Completion of a PEA and continued work on environmental and social studies; and
  • Filing an application for an Exploitation Permit covering part of the Yaramoko property.

Advance Notice Policy

Roxgold further announces the approval by its board of directors of an advance notice policy (the "Policy") on April 24, 2013. The purpose of the Policy is to provide shareholders, directors and management of the Company with a clear framework for nominating directors.

Among other things, the Policy includes a provision that requires advance notice to be given to the Company in circumstances where nominations of persons for election to the Board are made by shareholders of the Company other than pursuant to: (i) a requisition of a meeting made pursuant to the provisions of the British Columbia Business Corporations Act (the "Act"); or (ii) a shareholder proposal made pursuant to the provisions of the Act. The Policy fixes a deadline by which director nominations must be submitted to the Company prior to any annual or special meeting of shareholders and sets forth the information that must be included in the notice to the Company in order for a nominee to be eligible for election.

In the case of an annual meeting, notice to the Company must be given no fewer than 30 nor more than 65 days prior to the date of the meeting; provided that if the meeting is to be held on a date that is fewer than 50 days after the date on which the first public announcement of the date of the meeting was made, notice may be given no later than the close of business on the 10th day following such public announcement.

In the case of a special general meeting that is not also an annual meeting, notice to the Company must be made no later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

The Policy is effective as of the date it was approved. With respect to the annual meeting of shareholders (the "Meeting") to be held on May 28, 2013, any notice delivered to the Company prior to the close of business on May 9, 2013 shall be deemed to have been timely delivered. In order for the Policy to remain in effect following conclusion of the Meeting, it must be ratified by an ordinary resolution of the shareholders at the Meeting.

The full text of the Policy is available via SEDAR at www.SEDAR.com. Further details regarding the Meeting will be contained in a Management Information Circular that will be mailed to shareholders of the Company and will be filed on SEDAR.

About Roxgold

Roxgold is a Canadian company focused on gold exploration in Burkina Faso. The Company's key asset is the 167 Km2 Yaramoko permit, located to the south of and contiguous to SEMAFO's Mana Project in the Houndé region of Burkina Faso. Roxgold has initiated a Preliminary Economic Assessment of the identified resource (see news release March 4, 2013) at the 55 Zone on the Yaramoko permit which it plans to complete during 2013.

ON BEHALF OF ROXGOLD INC.

John Dorward, President and CEO

Wayne Moorhouse, Chief Financial Officer

This news release may contain forward-looking statements. 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. Forward-looking statements in this news release include statements that describe the Company's future plans for the exploration and development of the 55 Zone and permit wide exploration in 2013, potential of the 55 Zone including its prospectivity at depth and the extensions of the mineralized area at depth, the objectives or goals of exploration programs, and timing of future announcements, and include words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "anticipates", "believes", "could", "estimates", "expects", "may", "shall", "will", or "would". Forward-looking statements are based on assumptions and address future events and conditions; by their very nature they involve inherent risks and uncertainties. The assumptions upon which forward looking statements in this news release are made include the reasonable assumptions of management with respect to the geologic model, that third party labs will continue to process assays at the current pace, results of exploration will warrant further work, and current macro-economic conditions will continue to prevail .Actual results relating to such future events and conditions could differ materially from those currently anticipated in such statements for many reasons such as: changes in management, changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments, equipment availability or failure, availability of qualified personnel to conduct work programs, and other matters discussed in this news release. 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 where required by applicable securities laws.

FOR FURTHER INFORMATION PLEASE CONTACT:

"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."

Contact Information:
Roxgold Inc.
Wayne Moorhouse
CFO
604-682-7305
www.roxgold.com

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