Roxgold Inc. Announces $11.0 Million Bought Deal Private Placement

TORONTO, ONTARIO--(Marketwire - Oct. 28, 2011) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER IN THE UNITED STATES OF THE SECURITIES DESCRIBED HEREIN

Roxgold Inc. (TSX VENTURE:ROG) (the "Company") is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Cormark Securities Inc. and including GMP Securities L.P., RBC Capital Markets Inc., Fraser Mackenzie Limited, PI Financial Corp., Pope & Company Limited, Raymond James Ltd. and Toll Cross Securities Inc. (collectively the "Underwriters") pursuant to which the Underwriters have agreed to purchase 10,000,000 common shares ("Common Shares") of the Company on a bought deal private placement basis at a price of $1.10 per Common Share.

The Company will pay the Underwriters a cash commission equal to 7.0% of the gross proceeds of the offering and issue broker warrants to acquire up to that number of Common Shares as is equal to 7.0% of the aggregate number of Common Shares issued pursuant to the offering at a price of $1.10 per share for a period of 24 months following the closing date.

The offering is scheduled to close on or about November 16, 2011 and is subject to certain conditions including, but not limited to, the receipt of all necessary 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 securities described herein have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available.

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.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States, or to, or for the account or benefit of, U.S. persons or persons in the United States, absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.