Mr. John Dorward reports

ROXGOLD REPORTS FINANCIAL RESULTS FOR PERIOD ENDED SEPTEMBER 30, 2015

Roxgold Inc. has released its financial results for the three- and nine-month periods ended Sept. 30, 2015, including development highlights from its Yaramoko project in Burkina Faso, West Africa.

For complete details of the unaudited condensed interim consolidated financial statements, and associated management's discussion and analysis, please refer to the company's filings on SEDAR or the company's website.

Third-quarter 2015 highlights

Over the third quarter of 2015, Roxgold made significant progress on developing its Yaramoko project. The following are highlights from the quarter ended Sept. 30, 2015:

• Mobilization of engineering, procurement and construction (EPC), and underground mining contractors;
• Further construction progress at the Yaramoko project, with approximately $33-million (U.S.) spent to Sept. 30, 2015, of the overall $110.8-million (U.S.) cost estimate, and on track for first gold pour in the second quarter of 2016;
• Receipt of approved mining convention under the 2003 Burkina Faso Mining Code;
• First project finance drawdown of $30-million (U.S.) ($40.4-million) as part of the credit agreement of $75-million (U.S.) with BNP Paribas, and Societe Generale Corporate and Investment Banking;
• Closing of $5-million (U.S.) ($6.3-million) investment by the underground mining contractor;
• Closing of an $18.4-million investment by the International Finance Corp. (IFC);
• Completion of the 55 zone infill drilling program supporting the feasibility resource model;
• Extension of QV1 mineralization at Bagassi South, including 13.7 grams of gold per tonne over 7.2 metres.

John Dorward, chief executive officer and president of Roxgold, states: "We are extremely pleased with construction progress of the Yaramoko project during the third quarter of 2015. With a strong cash balance and fully funded through to production in [second quarter] 2016, we remain optimistic that the project will remain on budget and schedule."

Development activities

Construction update

Camp construction and bulk earthworks

The construction of the 190-person accommodation camp continued to advance during the third quarter of 2015. It was completed subsequent to the end of the third quarter, and occupancy had begun.

Bulk earthworks are well advanced and are approximately 95 per cent complete. The water storage facility has been completed and has collected an estimated 170,000 cubic metres of water during the current wet season. In addition, the tailings storage facility embankment has been completed. Both of these structures have been constructed as per the project design and budget, and the lining of the tailings storage facility is currently being installed.

Mine development

On July 6, 2015, the underground mining contractor, a subsidiary of African Underground Mining Services (AUMS), mobilized to the Yaramoko project. The mining services contract entered into with AUMS has an initial term of four years, and includes the provision of a mining fleet and skilled labour force. As previously announced, Roxgold also has the option to settle up to $10-million (U.S.) ($13.3-million) in payments under the mining contract in the form of the company's common shares, which it anticipates utilizing in 2016 as part of the financing package for the development of the Yaramoko project. The subscription price for each payment share will be based on a 5-per-cent discount to the volume-weighted average price of Roxgold shares on the TSX Venture Exchange for the five trading days following the date of the particular invoice. The proceeds of the sale of the subscription shares (defined below) and the value of services to be provided in exchange for the payment shares together represent approximately 50 per cent of the anticipated preproduction underground development capital expenditures.

For more information, please refer to the company's July 6, 2015, press release available on SEDAR.

AUMS is now established on site with continuing development of the permanent surface mining infrastructure, including workshops, offices and the power station.

During the third quarter of 2015, the underground ramp development advanced 30 metres from the mine portal, and the installation of the Armtec tunnel continued, on schedule, with 80 per cent of its steelwork erected. Subsequent to the end of the third quarter, the installation of the tunnel was completed, and underground ramp development advanced to approximately 300 metres.

Processing plant

Construction of the processing plant is approximately 37 per cent complete, with key structures, including the semi-autogenous grinding (SAG) mill pedestals and carbon-in-leach (CIL) tank ring beams completed. The gold room and reclaim tunnel are also well advanced. Process plant civil works have commenced and are approximately 40 per cent complete.

The EPC contractor, the DRA/Group Five joint venture, has completed all design and long-lead procurement contracts. Platework began arriving on site in September, while structural steel was fabricated in Europe and shipped in October.

Although some minor delivery delays were experienced in September due to the political situation in Burkina Faso (see below), the processing plant is forecasted to be completed both on time and on budget.

Permitting

New mining code in Burkina Faso

On July 16, 2015, a new mining code was ratified by the interim president of Burkina Faso.

The mining convention for the Yaramoko project signed on July 13, 2015, and the mining decree granted on Feb. 2, 2015, were both issued in accordance with the 2003 Burkina Faso Mining Code, and, as such, the Yaramoko project is subject to a corporate tax rate of 17.5 per cent.

A copy of the convention is available on SEDAR.

Financing update

In July, 2015, the company completed the execution of the hedging program in connection with the above-mentioned credit facility. The hedging program totals forward sales of 65,000 ounces at an average price of $1,052 (U.S.) per ounce, which are to be settled on a monthly basis from January, 2017, to March, 2021. The execution of the hedging program was a key condition precedent associated with the credit facility.

On July 20, 2015, the company closed a $5-million (U.S.) ($6.3-million) private placement to AUMS in connection with its mobilization. The private placement consisted of the issuance of 8,979,286 Roxgold common shares at a price of 70 cents per share, for gross proceeds of approximately $6,284,000. AUMS holds approximately 3 per cent of the issued and outstanding common shares of the company on an undiluted basis.

On Sept. 9, 2015, Roxgold closed a non-brokered private placement to IFC. IFC's investment consists of 25,783,352 units at a price of 71.36 cents per unit, for gross proceeds of $18.4-million. Each unit consists of one common share and one-half of one common share purchase warrant. Each full warrant will be exercisable for one additional common share of the company, at a conversion price equal to 90 cents per share, for a period of two years following the date of issuance of the units. All common shares and warrants that comprise the units, and any common shares issued on exercise of the warrants are subject to a four-month hold period expiring on Jan. 10, 2016. IFC holds approximately 8 per cent of the issued and outstanding common shares of the company on an undiluted basis.

On Sept. 14, 2015, the company completed its first project finance drawdown of $30-million (U.S.) ($40.4-million) under the $75-million (U.S.) ($100.1-million) six-year senior secured credit facility. The credit facility is jointly provided by Societe Generale Corporate and Investment Banking, and BNP Paribas. The availability of the remainder of the credit facility for drawdown is subject to, among other things, a number of customary conditions precedent for facilities of this nature, including a financing ratio of Yaramoko project costs financed by the company as compared with project costs financed by the credit facility as of the date of each subsequent drawdown.

With the private placements to AUMS and IFC, respectively, the balance of the credit facility of $45-million (U.S.) and a further $10-million (U.S.) available from AUMS in exchange for preproduction underground mining services, it is anticipated Roxgold is fully financed to complete the Yaramoko gold project.

Regional exploration program

Roxgold discovered a new mineralized domain, called the QV1 extension, at Bagassi South during the second quarter of 2015. By the end of the third quarter, the company had defined a strike length of 230 metres on the QV1 extension and had traced it to the south where the mineralization was crosscut by a late dolerite dike. Drilling on the south side of the dike commenced late in June, 2015, and was completed in July, 2015. This program tested the continuation of the mineralization encountered to the north of the dike and increased the strike length of the QV1 extension in excess of another 100 metres to the south of the dike. Further testing of the down plunge and strike potential will be carried out during the last quarter of 2015.

Highlights from this program at Bagassi South included (all intervals are reported uncut) (1):

• 14.5 g/t gold over 6.05 metres in diamond drill hole YRM-15-DD-BGS-095;
• 13.7 g/t gold over 7.2 metres, including 13.7 g/t over 1.5 metres and 40.3 g/t over 1.5 metres in diamond drill hole YRM-15-DD-BGS-090;
• 11.0 g/t gold over 7.5 metres, including 33.7 g/t over 0.8 metre and 19.4 g/t over 1.7 metres in diamond drill hole YRM-15-DD-BGS-089.

(1) True widths for QV1 intersections are estimated to be between 85 per cent and 90 per cent of reported core intervals.

For more information, please refer to the company's press releases dated Aug. 11, 2015, available on SEDAR.

Political situation in Burkina Faso

On Sept. 16, 2015, elements of the Presidential Regiment (RSP), a select group from within the Burkina Faso military, attempted a coup d'etat in Burkina Faso affecting the country for two weeks. The situation was resolved on Sept. 29, 2015. Roxgold employees and non-essential personnel were not harmed, and there were no security issues noted on Roxgold sites during the political unrest. A new election date has been set for Nov. 29, 2015. There was no material disruption to the company's activities, and construction at Yaramoko continued as planned.

Events subsequent to Sept. 30, 2015

Completion of the 55 zone infill program

The company received the results for the remaining 48 holes from the 55 zone infill drilling program. The entire program totalled 75 holes for a total of approximately 6,900 metres of diamond drilling, to depths of up to 150 metres. The results encountered within the program were encouraging and consistent with expectations, and will be incorporated into modelling, providing more detailed resolution to the upper hundred metres of the deposit prior to start-up of mining activities.

The highlights from the results are listed below (all intervals are reported uncut):

• 73.9 g/t gold over 5.5 metres (4.4 metres estimated true width) in diamond drill hole YRM-15-DD-368a;
• 91.2 g/t gold over 2.6 metres (2.1 metres estimated true width) in diamond drill hole YRM-15-DD-375;
• 20.4 g/t gold over 6.0 metres (5.2 metres estimated true width in diamond drill hole YRM-15-DD-352;
• 13.5 g/t gold over 8.8 metres (7.3 metres estimated true width) in diamond drill hole YRM-15-DD-354;
• 24.3 g/t gold over 4.4 metres (3.6 metres true width), including 107.0 g/t over 1.0 metre (0.8 metre true width) in diamond drill hole YRM-15-DD-328.

For more information, please refer to the company's press releases dated Oct. 8, 2015, available on SEDAR.

Near-term corporate objectives (1)

In the near term, planned corporate objectives include:

• Continue to advance construction at the Yaramoko project, with first production scheduled for second quarter 2016;
• Continue to develop the systems and procedures to transition to the operational phase;
• Further exploration work at the promising Bagassi South prospect.

                           REVIEW OF FINANCIAL RESULTS

                                                  Three-month                Nine-month
                                        period ended Sept. 30,    period ended Sept. 30,
                                            2015         2014          2015        2014
Cost of operations
General and administrative
expenses                                 765,000    1,044,000     2,520,000   3,379,000
Depreciation                              58,000       56,000       186,000     150,000
Share-based payments                   1,083,000      139,000     1,834,000     883,000
Operating loss for the period          1,906,000    1,239,000     4,540,000   4,412,000
Other expenses (income)
Interest income                           (3,000)     (90,000)      (66,000)   (189,000)
Standby fees                             457,000            -       457,000
Change in fair value of
derivative instrument                  7,234,000            -     7,234,000
Unrealized foreign exchange gain      (1,670,000)    (322,000)   (3,621,000)   (213,000)
Indirect tax                              45,000            -       138,000           -
                                       6,063,000     (412,000)    4,142,000    (402,000)
Loss before income taxes               7,969,000      827,000     8,682,000   4,010,000
Deferred income tax expense               33,000       84,000     1,731,000     141,000
Net loss for the period                8,002,000      911,000    10,413,000   4,151,000
Loss per share (basic and diluted)          0.03         0.01          0.04        0.02
                                                     
(1) Certain elements of near-term corporate objectives are forward looking.

Third quarter of 2015 versus third quarter of 2014

General and administrative expenses decreased compared with the same period in 2014. The net decrease is due to several non-recurring consulting expenditures incurred in 2014, as part of the company's corporate reorganization and taxation planning, among other initiatives, in preparation for project financing. Additionally, there was a reduction in expenditures on investor relations in 2015. In addition, 2015 costs relating to the credit facility were capitalized, whereas during the same period in 2014 not all of these costs were capitalized.

Share-based payment costs of $1,083,000 in the third quarter of 2015 include $125,000 (2014: $55,000) of costs associated with the vesting of stock options, a gain of $92,000 (2014: ($33,000)) related to the fluctuation of the value of deferred share units (DSU) granted under the initial DSU plan and expenses totalling $930,000 for the annual grant of DSUs to directors, and costs of $120,000 (2014: $117,000) related to the restricted share units (RSU) granted under the RSU plan.

The other expenses during the three-month period ended Sept. 30, 2015, are mainly due to the change in the fair value of the gold forward sale contracts, which was partially offset by a foreign exchange gain in relation to the company's cash on hand during the period. The forward sale contracts were entered into as a condition precedent to be able to access funds available through the credit facility.

Qualified persons

Ben Pullinger, PGeo, vice-president of exploration for Roxgold, a qualified person within the meaning of National Instrument 43-101, has verified and approved the technical disclosure contained in this press release.

Craig Richards, PEng, principal mining engineer for Roxgold, a qualified person within the meaning of National Instrument 43-101, has verified and approved the technical disclosure contained in this press release.

We seek Safe Harbor.