Roxgold Announces Closing of Over-Allotment Option

/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Nov. 17, 2014 /CNW/ - Roxgold Inc. (TSX.V:ROG) ("Roxgold" or the "Company") is pleased to announce that the underwriters have partially exercised the over-allotment option in connection with the closing of the Company's bought deal financing previously announced on November 4, 2014.  Pursuant to this over-allotment option, the Company issued today an additional 5,748,000 units at $0.65 per unit and 591,000 warrants at $0.04 per warrant, to raise additional aggregate gross proceeds of $3,759,840.  The financing was co-led by Cormark Securities Inc. and BMO Capital Markets and involved a syndicate which included Macquarie Capital Markets Canada Ltd., GMP Securities L.P., RBC Capital Markets, Haywood Securities Inc., Canaccord Genuity Corp. and Raymond James Ltd.

The net proceeds of the offering, including the net proceeds from the over-allotment option, will be used to advance the development of the Yaramoko Gold Project and for general corporate purposes.

These securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. The common shares will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements.

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.

Forward Looking Statements

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.

This news release contains forward-looking information. 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.

SOURCE: Roxgold Inc.

Annelise Burke, Manager, Investor Relations and Corporate Communications, 416-203-6401, [email protected]