Mr. John Dorward reports

ROXGOLD ACQUIRES THE OUTSTANDING 1.2% NSR ON THE SEGUELA GOLD PROJECT AND AGREES TO SELL MORE FAVOURABLE 1.2% NSR TO FRANCO-NEVADA

Roxgold Inc. has exercised its right to match for the repurchase of the 1.2-per-cent net smelter royalty (NSR) on the Seguela gold project. Roxgold exercised its right to pre-empt the proposed $20-million (Australian) acquisition of the royalty by an international royalty company. Concurrent with the buyback of the existing NSR, Roxgold has entered into a new royalty agreement with Franco-Nevada Corp. for the sale of a 1.2-per-cent NSR royalty on the Seguela gold project for $20-million (Australian), which includes a modified buyback option for up to 50 per cent of the royalty at a pro rata portion of the $20-million (Australian) purchase price for a period of up to three years upon closing.

Highlights of the transactions:

• The transaction is a cash-neutral transfer of the NSR. Roxgold utilized the right to match under the current agreement to acquire the outstanding NSR and has issued a new NSR on a cash-neutral basis.
• Roxgold and Franco-Nevada have entered into NSR agreement whereby Roxgold has granted to Franco-Nevada a 1.2-per-cent NSR on the Seguela gold project in return for the payment of $20-million (Australian).
• Roxgold will terminate the existing royalty agreement upon closing. The new NSR agreement provides Roxgold with the right to buy back up to 50 per cent of the new NSR for the pro rata portion of the purchase price (that is, $10-million (Australian) to acquire a 0.6-per-cent NSR) for a period of three years.

"We are thrilled to be partnering with Franco-Nevada as we advance the Seguela gold project towards becoming Roxgold's second producing gold mine," commented John Dorward, president and chief executive officer of Roxgold. "The upcoming feasibility study on Seguela is nearing completion, which we believe will demonstrate the ongoing evolution of the Seguela PEA with an enhanced mine life and project economics with the inclusion of the high-grade Koula deposit into the mine plan. This partnership with Franco-Nevada allows Roxgold to retain maximum interest in the project while protecting our balance sheet to deliver Seguela without requiring any equity dilution to our shareholders. The combination of the two transactions is cash neutral for Roxgold while enhancing our buyback rights under the new NSR agreement until Seguela is producing cash flow, providing significant value to Roxgold by maintaining optionality as the value of Seguela continues to grow.

"As we look beyond the feasibility study, we believe Seguela has significant growth potential through extensions at Ancien and Koula -- along strike and at depth -- and through the advancement and delineation of the multitude of new targets within our highly prospective property package."

"The Roxgold team are proven mine developers and we are delighted to partner with them," commented Paul Brink, president and chief executive officer of Franco-Nevada. "The opportunity to do due diligence has confirmed our view that the Seguela property has extensive upside."

The company's next milestones at the Seguela gold project are the completion of the mining convention negotiation process followed by the debt financing arrangement to allow for initial construction to commence midyear.

                  CATALYSTS AND NEXT STEPS
Event                                            Estimated timing
Continuing infill, expansion and satellite
target drilling program at Seguela                        Q2 2021
District exploration drill results at
Yaramoko                                                  Q2 2021
Underground drilling program in 55 zone at
Yaramoko mine complex                                     Q2 2021
Boussoura exploration results                             Q2 2021
Feasibility study for Seguela                             Q2 2021
Seguela construction decision                            mid-2021
Initial resource at Boussoura                             H2 2021
Commissioning of Seguela gold project                     H2 2022

Qualified persons

Paul Criddle, FAusIMM, chief operating officer for Roxgold, a qualified person within the meaning of National Instrument 43-101, has reviewed and approved the scientific and technical disclosure contained in this news release.

About Roxgold Inc.

Roxgold is a Canada-based gold mining company with assets located in West Africa. The company owns and operates the high-grade Yaramoko gold mine located on the Hounde greenstone belt in Burkina Faso and is advancing the development and exploration of the Seguela gold project located in Ivory Coast.

We seek Safe Harbor.