Roxgold Reports Financial Results for Period Ended September 30, 2014

TORONTO, Nov. 26, 2014 /CNW/ - Roxgold Inc. ("Roxgold" or "the Company") (TSXV: ROG) today reported its financial results for the three months ended September 30, 2014.  For complete details of the unaudited Condensed Interim Consolidated Financial Statements and associated Management's Discussion and Analysis for the period ended September 30, 2014, please see the Company's filings on SEDAR (www.sedar.com) or the Company's website (www.roxgold.com).

FISCAL THIRD QUARTER 2014 FINANCIAL HIGHLIGHTS

• On August 19, 2014, Roxgold announced the approval of the Environmental and Social Impact Assessment ("ESIA") for the Yaramoko project, furthering its permitting goals;
• On September 8, 2014, the Company announced the latest results from its regional exploration program at Yaramoko's prospective Bagassi South Zone;
• On September 29, 2014, Roxgold awarded its underground mining contract to African Underground Mining Services ("AUMS"), which included a US$15 million equity investment and payment option for the Yaramoko project;
• On September 30, 2014, the Company announced that it had secured US$75 million in debt financing, subject to conditions precedent, for the development of the Yaramoko project, and that the previously mandated banks, Societe Generale and Credit Suisse had obtained their credit approvals;
• Subsequent to the end of the quarter, the Company announced that the Burkina Faso Council of Ministers had approved the award of an exploitation decree for the Yaramoko Gold Project;
• Roxgold made significant progress on detailed engineering design and procurement of long-lead items for the Yaramoko project, including the SAG mill and materials for the 90kV power supply line, totalling $5,339,000, for the quarter ended September 30, 2014;
• At September 30, 2014, the Company had $18,420,000 in cash and cash equivalents; and
• Net loss for the quarter ended September 30, 2014 amounted to $911,000.

FISCAL THIRD QUARTER 2014 CORPORATE AND OPERATING HIGHLIGHTS

A.            Approval of Environmental and Social Impact Assessment

On August 18, 2014, the Burkina Faso Ministry of Environment and Sustainable Development approved the Environmental and Social Impact Assessment for the Yaramoko project.  This marked a key milestone in the permitting process, for which the Company had completed public consultations and crop compensation agreements.

B.            Regional Exploration Update

On September 8, 2014, the Company announced the latest results from its regional exploration program at Yaramoko's prospective Bagassi South Zone.  Infill and expansion drilling confirmed high grade gold mineralization at the QV1 Target, extended strike length of QV Prime target to over 100 metres and intersected a new hanging wall structure.

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

• 39.6 grams per tonne ("gpt") gold over 4.54 metres including 136.0 gpt gold over 1.25 metres in diamond drill hole YRM-14-DD-BGS-056;
• 21.47 gpt gold over 4.09 metres including 50.33 gpt gold over 1.67 metres in diamond drill hole YRM-14-DD-BGS-067; and
• 9.47 gpt gold over 9.00 metres including 53.7 gpt gold over 1.5 metres in diamond drill hole YRM-14-DD-BGS-054 in the newly discovered HW1 structure.

Results of this regional exploration program also include diamond drilling at the 109 Zone and Reverse Circulation ("RC") drill results from the Boni Shear and Haho areas where broad anomalous gold values were encountered in first pass drilling.

For more information please refer to the news release dated September 8, 2014.

On July 29, 2014, the Company obtained the permit to explore the Boussoura property located in the province of Poni.  The Boussoura permit covers an area of roughly 244.5km². It is located in South West Burkina Faso on the southern end of the Hounde Greenstone belt approximately 35 kilometres from the city of Gaoua, or 350 kilometres from Ouagadougou, the capital city of Burkina Faso.

C.            Award of Underground Mining Contract

On September 29, 2014, the Company announced that it had awarded the underground mining services contract (the "Contract") for the Yaramoko project in Burkina Faso to a subsidiary of AUMS.

The Contract has an initial term of four years and includes the provision of a mining fleet and skilled labour force.

In connection with the mining agreement, AUMS has agreed to subscribe for US$5 million of Roxgold common shares upon contract commencement and the Company will have the option to settle up to US$10 million in payments to AUMS in the form of Roxgold common shares (the "Payment Shares"). The subscription price and Payment Shares together represent approximately 50% of the anticipated pre-production underground development capital expenditures. The contract will commence on the date within the Company's notice to proceed (the "Notice to Proceed") which provides 15 business days for AUMS to commence mining services. The Company has not yet provided the Notice to Proceed to AUMS.

The proposed issuance of Roxgold common shares in payment for AUMS services is subject to the prior approval of the TSX Venture Exchange.

D.            Credit Approvals Obtained for US$75M Project Debt Facility

On September 30, 2014, Roxgold announced that it had secured its previously disclosed debt financing package for the Yaramoko project and that the mandated banks, Societe Generale Corporate & Investment Banking and Credit Suisse AG, (collectively the "Banks"), had received credit approvals to provide a Senior Debt Facility of US$75 million (the "Facility").

Highlights:

• The Company and Banks signed a binding commitment letter for a Senior Project Debt Facility of US$75 million, with a requirement for an equity funded US$15 million Cost Overrun Account;
• The Facility has a six year loan term and will bear interest at a rate of LIBOR plus 4.25% to 4.75%;
• The Facility encompasses a hedging component of up to 65,000 ounces of gold, or approximately 8.5% of Yaramoko's current reserves, over the life of the loan.

The Facility is expected to fully address the debt component required to fund the development of the Yaramoko project. Other than the standard Burkina Faso government royalty, the project remains unencumbered by third party royalties or streaming arrangements. The finalization of loan documentation is targeted to progress further with completion expected early 2015, with first drawdown expected shortly thereafter. Drawing under the Credit Agreement is subject to customary conditions precedent, including the approval of the Company's exploitation permit and the receipt of an official State Decree.

EVENTS SUBSEQUENT TO SEPTEMBER 30, 2014

A.            Bought Deal Financing

On October 14, 2014, the Company announced that it had entered into an agreement with a syndicate of investment dealers for a bought deal financing (the "Financing").  On November 4, 2014, the Company announced the closing of the Financing, which consisted of 46.2 million units (the "Units") at a purchase price of $0.65 per Unit (the "Offering Price"), for aggregate gross proceeds in the amount of approximately $30 million. Each Unit consists of one common share of the Company (a "Unit Share") and one-half of one common share purchase warrant (each full warrant, a "Warrant"), each full Warrant being exercisable to acquire one common share of the Company at a purchase price of $0.90 until February 4, 2016.

In addition, the Company granted the underwriters an option to purchase up to an additional 6.93 million Units at the Offering Price exercisable within 30 days after the closing of the Financing for additional gross proceeds in the amount of up to approximately $4.5 million. The over-allotment was partially exercised on November 17, 2014.  Upon the issuance of 5,748,000 common shares at $0.65 per Unit and 591,000 warrants, the Company received gross proceeds of approximately $3.7 million.

B.            Approval Status of Exploitation Permit

Also on November 4, 2014, Roxgold announced that the Burkina Faso Council of Ministers approved the issuance of the Yaramoko exploitation permit subject to the receipt of an official State Decree. An official State Decree formalizing the exploitation permit must be signed by the President of Burkina Faso. This approval, once formalized, will allow the Company to progress the development of the Yaramoko project. Given the recent installation of a transitional government in Burkina Faso and the first meeting of the Burkina Faso Council of Ministers on November 23, 2014, The Company expects this formality to occur in the normal course of business in the weeks to come.

C.            Events in Burkina Faso

During late October 2014, Burkina Faso experienced civil unrest as a response to the then-President Compaore's proposal to amend the constitution to allow him to stand for election again in the 2015 presidential elections. Demonstrations against the proposal prompted President Compaore to resign. On October 31, 2014 an interim head of state was appointed while the implementation of a transitional government was being elaborated. On November 16, 2014 a constitutional charter mapping out a year-long transition to elections was approved and Mr. Michel Kofando, a former foreign minister and previously Burkina Faso's ambassador to the United Nations, was chosen as the country's interim president. Subsequently, a transitional government was installed in Burkina Faso and the first meeting of the Burkina Faso Council of Ministers was held on November 23, 2014. Activities on site at Yaramoko were unaffected by the demonstrations and calm has been restored to Burkina Faso.

DEVELOPMENT ACTIVITIES

In order to maintain Roxgold's development timeline, the Company commenced the procurement of long-lead items, such as the SAG mill and other mechanical equipment, as well as materials for the 90kV power supply line during the third quarter of 2014. Detailed design around the plant and infrastructure progressed during the quarter with approximately 90% completed as of September 30, 2014. Total pre-construction expenditures during the third quarter of 2014 amounted to approximately $5.3 million.

NEAR TERM CORPORATE OBJECTIVES¹

Roxgold will continue to advance its Yaramoko gold project throughout 2014.  In the near term, planned activities at the Yaramoko project include:

• Completing detailed engineering during the fourth quarter;
• Further progressing permitting during the fourth quarter;
• Further progressing project financing in the fourth quarter;
• Initiating early stage construction works to preserve the timeline to production.

In addition, the Company will continue to assess drill targets during the fourth quarter of 2014 to determine the most effective path forward for a 2015 exploration program. Most notably this is expected to include additional infill drilling at the 55 Zone as well as attention on the QV1 target at Bagassi South where recent drilling has returned high grade results.

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¹Certain elements of the Near Term Corporate Objectives are forward-looking. For more information see the Forward-looking Statements.

QUALIFIED PERSON

Ben Pullinger, P.Geo, a Qualified Person within the meaning of National Instrument 43-101, 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, subject to making a positive construction decision, expects to commence development thereafter. 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."

Forward Looking Statements:

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 November 4, 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.