TORONTO, ONTARIO--(Marketwire - Jan. 29, 2013) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.
Roxgold Inc. (TSX VENTURE:ROG) (the "Company") is pleased to announce a brokered private placement of common shares ("Common Shares") through a syndicate of agents to be co-led by Toll Cross Securities Inc. and Jennings Capital Inc., and including GMP Securities L.P., and Raymond James Limited (together, the "Agents"), in which the Agents will raise up to approximately $10 million on a best efforts basis (the "Offering") at a price of $0.70 per Common Share (the "Offering"). The Agents will also have the option to increase the size of the Offering by an additional 15% at any time up to 24 hours prior to the closing date. The Company has agreed to pay the Agents a cash commission equal to 6.0% of the gross proceeds of the Offering excluding up to $1.5 million of president's list orders.
The Offering is scheduled to close on or about February 7, 2013 and is subject to certain conditions including, but not limited to, completion of satisfactory due diligence investigations and receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
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 to be issued in connection with the Offering will be subject to a four-month hold period.
These securities being 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