Roxgold Inc.

Roxgold Inc.

February 11, 2013 16:15 ET

Roxgold Inc. Announces Closing of $10 Million Private Placement

TORONTO, ONTARIO--(Marketwire - Feb. 11, 2013) -


Roxgold Inc. (TSX VENTURE:ROG) (the "Company") announced that it has closed its previously announced brokered private placement (the "Offering") at a price of $0.70 per Common Share. The Company issued 14,973,214 common shares ("Common Shares") for gross proceeds of $10,481,250. The Offering was made through a syndicate of agents co-led by Toll Cross Securities Inc. and Jennings Capital Inc. that included GMP Securities L.P. and Raymond James Ltd. (together, the "Agents"). Under the Agency Agreement between the Company and the Agents, the Agents were granted the option to increase the original 14,286,000 Common Shares to be issued under the Offering by an additional 15%, which the Agents partially exercised to place an additional 687,214 Common Shares. In connection with the Offering, the Agents received a commission equal to 6.0% of the gross proceeds of the offering excluding $1,263,050 of president's list orders.

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 issued in connection with the Offering are subject to a four-month hold period.

The securities 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 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.

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.

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