Roxgold Reports Financial Results for Period Ended March 31, 2016

Commenced an advanced definition and expansion drilling program at the 55 Zone

2. DEVELOPMENT ACTIVITIES

The development of the Yaramoko project (the 'Project') continued to advance considerably during the first quarter of 2016 with overall construction 84% complete as at March 31, 2016. Performance in the underground mine continued to exceed expectations with development rates in waste and ore above plan. Commissioning activities commenced in the processing plant and construction of the processing facility remains on schedule in accordance with the lump sum fixed price engineering, procurement and construction ('EPC') contract. The Project remains within its capital cost estimate and is expected to produce gold before the end of the second quarter of 2016.

As of March 31, 2016, the Company had spent approximately US$78 million and remains on target to complete the Project within the planned capital cost estimate of US$110.8 million.

Mine Development

Underground development continues to advance well, with the underground contractor, African Underground Mining Services ('AUMS'), delivering above plan development rates in ore and waste during the quarter.

The ramp has advanced 610 metres from the portal and opened up four levels (5270, 5253, 5236 and 5219), which are developing in ore. This progress has contributed to a Run-of-Mine ('ROM') pad inventory of over 23,000 tonnes in advance of the commencement of ore processing at the plant. The Company is encouraged by what has been observed in the ore drives with the orebody profile and thickness consistent with that of the block model. Initial face sampling of the crosscuts indicates that ore grades are also consistent with the block model.

The eastern ventilation shaft was completed with the raise borer breaking through surface soon after the first quarter. The first fan was assembled and installed in April 2016. The second (western) ventilation shaft raise bore is expected to be completed early in the third quarter of 2016.

The construction of the back-up diesel fired power station was completed and commissioned in February 2016 and is now reticulating 11kV power across the Project. Negotiations for a grid power offtake agreement are well advanced with Sonabel, the national electricity provider. Construction of the surface mine infrastructure, including workshops and offices were all completed during the quarter. All other required mine infrastructure is complete.

Processing Plant

As of the end of March 2016, the processing plant was approximately 90% complete.

In late March 2016, the plant crushed the first ore, essentially commencing production commissioning on the Project.

All materials and equipment required for the completion of construction and commissioning are on site and, in most cases, installed. Plant civil and concrete works are complete and all structural steel has been erected. The focus is planned to be on completion of piping installation across the processing facility as well as continuing with the installation of electrical and instrumentation cabling and equipment.

Several key packages, including the SAG mill, crushing circuit, thickener, reclaim apron feeder, and compressed air system have been commissioned and signed off by the respective vendors' representatives on site and are ready for ore commissioning.

The workshop, warehouse and reagents storage sheds are complete and are being fitted with equipment and are receiving stock. The office, processing plant mess and security buildings are complete and will be occupied in April.

The Project remains on schedule to pour first gold during the second quarter of 2016.

Operational Readiness

Roxgold's full operations team is in place and the focus remains on the development of training systems and start-up procedures. Reconciliation and reporting models, incorporating geology, mining and processing disciplines are also now in place with ore being delivered to the ROM pad.

3. FINANCING ACTIVITIES

A. Project Finance

On June 9, 2015, the Company signed a credit agreement (the 'Credit Facility') with BNP Paribas and Société Générale Corporate & Investment Banking, for a total of US$75 million in order to fund the development of the Yaramoko project.

The Credit Facility has a six-year term and advances under the Credit Facility will bear interest at a rate of LIBOR plus 4.75% pre-completion and 4.25% post completion, respectively. A US$15 million cost overrun account, as required by the Credit Facility, has been funded through the proceeds of an equity financing completed in November 2014.

On March 4, 2016, the Company completed its third drawdown of approximately US$8 million ($11 million) from the US$75 million Credit Facility signed with BNP Paribas and Société Générale Corporate & Investment Banking. As at March 31, 2016, the availability of the remaining approximately US$16 million of the Credit Facility for drawdown is primarily subject to a funding ratio of Yaramoko project costs funded by the Company as compared to project costs funded by the Credit Facility as of the date of each subsequent drawdown. The Company has continued to maintain this requisite funding ratio.

B. Equity Financing

During March 2016, AUMS entered into an escrow agreement with Roxgold for an eight month period for 8,979,286 shares, which it purchased from the Company through a private placement in 2015, on the basis that Roxgold does not utilize the Mining Contract Option during the escrow period. For more information please refer to the Company's March 8, 2016 press releases available on SEDAR at www.sedar.com.

On March 8, 2016, the Company closed a bought deal financing (the 'Financing') of 28,750,000 common shares of Roxgold (the 'Shares'), which includes the related over-allotment option of 3.75 million Shares, at a purchase price of $0.80 per Share, for aggregate gross proceeds in the amount of $23 million.

The net proceeds from the Financing are planned to be used (i) to replace the US$10 million Mining Contract Option provided by AUMS as discussed earlier, (ii) for regional exploration, and (iii) for general corporate purposes. For more information please refer to the Company's March 8, 2016 press releases available on SEDAR at www.sedar.com.

4. EXPLORATION ACTIVITIES

The Yaramoko permit covers approximately 196 km2 in the Province of Balé in southwestern Burkina Faso.

For the three months ended March 31, 2016

A. 55 Zone

During the first quarter of 2016, the Company finalized a plan to execute an advanced definition and expansion drilling program targeting the upper 430 metres of the 55 Zone. The Company intends to commence this 11,000 metre drilling program in the second quarter of 2016 with the expectation of adding additional ounces to the 55 Zone around where existing, current life of mine plan infrastructure is planned. This drilling will focus on depths from around 100 metres vertically to approximately 430 metres vertically. When available, the Company expects to be releasing drill results for this program, which commenced in April 2016, during the second and third quarters of 2016.

For more information on the 55 Zone infill drilling program, please refer to the Company's press releases dated April 14, May 19 and October 8, 2015, respectively, available on SEDAR at www.sedar.com.

B. Bagassi South

During the three months ended March 31, 2016, the Company obtained further drilling results from the QV1 target area in Bagassi South. The results were part of an infill and definition program that were planned and executed to provide data that could potentially support a maiden resource estimate at QV1 scheduled for the second quarter of 2016. These results were released to the public in press releases dated January 14, 2016 March 15 and April 27, 2016. Highlights from this program include:

• 52.3 grams per tonne ('gpt') gold over 6.1 metres ('m') including 137.0 gpt gold over 0.8 m and 199.0 gpt gold over 1.0 m in diamond drill hole ('DDH') YRM-15-RD-BGS-099;
• 21.0 gpt gold over 6.7 m including 46.3 gpt gold over 0.7 m and 183.0 gpt gold over 0.6 m in DDH YRM-15-RD-BGS-104A;
• 56.0 gpt gold over 7.8 m including 127.0 gpt gold over 3.3 m in DDH YRM-16-DD-BGS-109;
• 8.6 gpt gold over 17.9 m including 70.1 gpt gold over 1.6 m in DDH YRM-16-DD-BGS-113; and
• 11.8 gpt gold over 8.8 m including 70.6 gpt gold over 1.4 m in DDH YRM-16-DD-BGS-107.

This program was successful in further delineating mineralization along the QV1 structure down to a depth of approximately 300 metres vertically in hole 104A where mineralization remains open along plunge.
Drilling on this target over the last year has seen the plunge length of the newly defined QV1 extension grow to approximately 800 metres. Drilling southeast of the dyke has been successful in discovering the continuation of the QV1 mineralization to the south of the dyke and growing additional plunge length there. Drilling along the main plunge of mineralization towards the end of 2015 continued to intersect high grade gold mineralization along the plunge line. Drilling in the first quarter of 2016 has further defined this plunge. The Company used this last drill data in conjunction with existing data to complete a maiden resource estimate at QV1 which was released on April 27, 2016. Please refer to the Company's press release dated April 27, 2016, available on SEDAR at www.sedar.com.

For more information on drilling at Bagassi south and QV1, please refer to the Company's press releases dated May 5, May 19, August 11, 2015, respectively, and January 14 and March 15, 2016, respectively, available on SEDAR at www.sedar.com.

C. Houko Permit

On March 18, 2016, the Company was granted the Houko permit, which lies adjacent to the Yaramoko permit and will expire on March 18, 2019. The Houko permit was acquired for €54,000 ($80,000) upon transfer of the permit. In addition, a once off payment of €36,000 ($53,000), along with €1.13 ($1.67) per ounce of gold is payable upon the announcement of a maiden resource on the Houko Permit.

The Houko permit lies to the south of the western arm of the Yaramoko permit and adjacent to the western border of the Yaramoko permit. The underlying geology of the Houko permit represents the contact between the Boni Shear Zone and the Birimain volcanic and intrusive suites, which Roxgold has been exploring on the adjacent Yaramoko permit. Roxgold defined an eight kilometre long geochemical trend along the Boni shear, in 2013, to the north of the Houko permit and this geochemical anomalism is thought to persist south along this trend. The permit is mainly overlain by loosely consolidated surficial material and laterite, making it an ideal target for mineralization under this cover.

5. EVENTS SUBSEQUENT TO MARCH 31, 2016

A. Maiden mineral resource statement for QV1 target

On April 27, 2016, the Company announced the results of a maiden mineral resource estimate for the QV1 target at Bagassi South. The resource estimate was undertaken by SRK Consulting (Canada) Inc. ('SRK') of Toronto and is based on 114 core boreholes totalling approximately 27,000 metres of drilling and has been prepared in accordance with National Instrument 43-101 ('43-101') Standards of disclosure for Mineral Projects. Highlights include:

• Inferred mineral resource estimated at 563,000 tonnes at 12.14 g/t AU gold ('g/t Au') for 220,000 ounces of gold at a cut-off grade of 5.0 g/t Au;
• QV1 structure remains open down plunge; and
• Further exploration potential at QV Prime ('QV'') and foot wall ('FW') zone.

TABLE 1 - MAIDEN MINERAL RESOURCE STATEMENT, QV1 GOLD DEPOSIT, YARAMOKO PROJECT
SRK Consulting (Canada) Inc., April 22, 2016

Inferred Mineral Resources
Domain	Category	Quantity (t)	Grade Au (g/t)*	Contained Metal Au (oz)
QV1	Inferred	474,000	13.13	200,000
FW	Inferred	40,000	7.49	10,000
QV'	Inferred	49,000	6.40	10,000
Total	Inferred	563,000	12.14	220,000

*Mineral resources are not mineral reserves and have not demonstrated economic viability. All figures have been rounded to reflect the relative accuracy of the estimates. Underground mineral resources are reported at a cut-off grade of 5.0 gpt gold assuming: metal price of US$1,200 per ounce of gold, mining cost of US$90 per tonne, G&A cost of US$7.20 per tonne, processing cost of US$20.70 tonne, process recovery of 96 percent. For reporting, a capping value of 60g/t AU was selected for the QV1 structure.

For more information on the QV1 mineral resource estimate, please refer to the Company's press release dated April 27, 2016, available on SEDAR at www.sedar.com.

B. Financing update

On April 27, 2016, the Company completed its fourth drawdown from the Credit Facility of approximately US$8 million ($11 million).

SELECTED FINANCIAL DATA

	For the three month period ended March 31, 2016	For the three month period ended March 31, 2015
Cost of operations
General and administrative expenses	1,019,000	806,000
Exploration and evaluation expenses	898,000	252,000
Share-based payments	577,000	551,000
Depreciation	204,000	68,000
Operating loss for the period	2,698,000	1,677,000
Other expenses (income)
Interest income	(3,000)	(49,000)
Standby fees	113,000	-
Change in fair value of derivative instruments	12,821,000	-
Unrealized foreign exchange loss(gain)	2,606,000	(2,211,000)
Indirect tax	40,000	49,000
(Loss)/income before income taxes	(18,275,000)	534,000
Deferred Income tax (expense)/income	-	-
Net (loss)/income for the period	(18,275,000)	534,000
(Loss)/income per share (basic and diluted)	(0.06)	0.01

Q1 2016 vs Q1 2015

General and administrative expenses increased compared to the corresponding period in 2016. The net increase is mainly due to additional travel to the Project required to support the transition from development to the production phase as well as for investor awareness. Additionally, there were a number of non-routine transactions completed in 2015, which required external consultations during 2016. Furthermore, external consultants have been hired to assist the Company in achieving and documenting its best in class environmental and social management tools.

Expenses for drilling and geological work for the three-month period ended March 31, 2016 reflect the drilling campaign at the QV1 target at Bagassi South. The results from this program were announced during the first quarter of 2015 and contributed to the maiden resource estimate announced in April 2016. The low drilling expenditures in the corresponding period of 2015 reflects the timing of when the drilling campaign commenced in 2015.

The year-over-year increase in Owners' costs included within E&E expenses for the first quarter of 2016 reflects the increased exploration activity during the first quarter as compared to the same period in 2015.

The other expenses during the three-month period ended March 31, 2016 are mainly due to the change in the fair value of the gold forward sale contracts. The forward sale contracts were entered into in July 2015 as a condition precedent to be able to access funds available through the Credit Facility. As the sale price of the forward sale contracts was significantly lower than the actual price of gold at March 31, 2016, it resulted in an increase to the liability relating to the forward sale contracts. Additionally, the Company incurred a foreign exchange loss as the majority of the Company's cash was held in US dollars during the quarter and the US dollar weakened during the same period. Standby fees incurred on unused funds from the Credit Facility also contributed to other expenses.

As a result, the Company's net loss for the three-month period ended March 31, 2016 totalled $18,287,000 compared to net income of $534,000 for the three-month period ended March 31, 2015. Consequently, the Company recorded a loss per share of $0.06 and income per share of $0.01 per share for the three-month periods ended March 31, 2016 and 2015, respectively.

QUALIFIED PERSONS

Ben Pullinger, P.Geo, VP of Exploration for Roxgold Inc., and Paul Criddle, FAUSIMM, Chief Operating Officer for Roxgold Inc., are Qualified Persons within the meaning of National Instrument 43-101, have verified and approved the technical data disclosed in the press releases included herein by reference. This includes the sampling, analytical and test data underlying the information.

About Roxgold

Roxgold is a gold exploration and development company with its key asset, the high grade Yaramoko Gold Project, located in the Houndé greenstone region of Burkina Faso, West Africa. The Company is currently in construction and expects to be producing gold in Q2 2016. Roxgold trades on the TSX Venture Exchange under the symbol ROG and as part of the Nasdaq International Designation program with the symbol OTC: ROGFF.

FOR MORE INFORMATION:
Natacha Garoute
Chief Financial Officer and Corporate Secretary
416-203-6401
[email protected]

'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.'

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 Gold Project in the short and long-term, the progress of exploration and development activities, the receipt of necessary regulatory approvals, including the approval of the TSX Venture Exchange for the balance of the AUMS Mining Contract Option, 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.

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, 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.