Toronto, Ontario – May 11, 2021 - Roxgold Inc. (“Roxgold” or the “Company”) (TSX: ROXG) (OTCQX: ROGFF) today
reported its first quarter financial results for the period ended March 31, 2021.
For complete details of the unaudited Condensed Interim Consolidated Financial Statements and associated Interim
Management’s Discussion and Analysis please refer to the Company’s filings on SEDAR (www.sedar.com) or the
Company’s website (www.roxgold.com). All amounts are in U.S. dollars unless otherwise indicated.
Q1 2021 Highlights:
During and subsequent to the three-month period ended March 31, 2021, the Company:
Corporate
• Announced entering into a definitive arrangement agreement with Fortuna Silver Mines Inc (“Fortuna”) whereby
Fortuna will acquire all of the issued and outstanding securities of Roxgold. Under the agreement Roxgold
shareholders will receive 0.283 common shares of Fortuna and C$0.001 for each Roxgold common share held.
The exchange ratio implies a consideration of approximately C$2.73 per Roxgold common share based on the
closing price of Fortuna common shares on the TSX on April 23, 2021, representing a 40.4% premium to the
closing price of the Roxgold common share on the TSX on the same date. The closing of the Proposed
Transaction is subject to approval by the shareholders of both companies, court approval, regulatory approvals
and certain other customary closing conditions.
Safety
• No Lost Time Injury incidents in the quarter and a 12-month rolling lost time injury frequency rate (“LTIFR”) of
0.36 per one million hours worked
Operations
• Produced 35,308 ounces of gold at an average grade of 8.0 grams per tonne compared to 32,380 ounces at 8.7
grams per tonne in Q1 2020
• Achieved cash operating costs1 of $564 per ounce and all-in-sustaining cost1 of $963 per ounce
• Processed 127,667 tonnes of ore compared to 125,879 tonnes in Q1 2020
Financial
• Sold 33,962 ounces of gold for a total of $60.6 million in gold sales (30,126 ounces and $48.0 million respectively
in Q1 2020)
• Achieved an adjusted EBITDA1 of $27.6 million and adjusted EBITDA margin of 46% compared to $19.8 million
and 41% respectively in Q1 2020
• Generated cash flow from mining operations1
totalling $32.5 million for cash flow from mining operations per
share1 of $0.09 (C$0.11/share)
• Adjusted net income1 of $8.6 million or $0.02 per share (C$0.03/share) compared to $4.2 million or $0.01 per
share ($C0.01) in Q1 2020
• Produced a mine operating margin1 of $1,108 per ounce
• Generated a strong return on equity1 of 21%

Growth
• Delivered a Feasibility Study for the Séguéla Gold Project with a Roxgold attributable after tax NPV of $380
million and 49% IRR at a gold price of $1,600 per ounce and an NPV of $451 million and 56% IRR at a gold price
of $1,750 per ounce
• Announced a new high grade discovery Sunbird prospect at the Séguéla Gold Project
• Extended Koula down plunge with deeper drilling intersecting high grade mineralization at least 300m beyond
the conceptual pit limit, with SGRD1101 intersecting 6m at 10.8 g/t Au highlighting the potential for an
underground project at Koula
• Acquired the outstanding 1.2% Net Smelter Royalty (the “NSR”) on the Séguéla Gold Project and sold a new
1.2% NSR to Franco-Nevada Corp. on a cash neutral basis. The newly entered agreement with Franco-Nevada
includes the right to buy-back up to 50% of the NSR at the pro rata portion of the AUD$20 million purchase
price for a period of up to three years following closing
• Expanded mineralized footprint at Boussoura returning 35m at 4.1 g/t and 2.7m at 59.5 g/t among other high
grade intercepts
“The Yaramoko Mine Complex continued to deliver another strong quarter, with production of 35,308 ounces at near
record margins of $1,108 per ounce generating cash flows from mining operations of $32.5 million, commented John
Dorward, President and CEO of Roxgold. “Yaramoko continues to be the cashflow engine of the company, allowing for
high return reinvestment into organic growth opportunities. The proposed combination with Fortuna Silver is a natural
next step for Roxgold and our shareholders, creating a low-cost global intermediate precious metals producer with
significant free cash flow generation over the coming years, increased scale and diversification, a very attractive precious
metals growth pipeline, increased liquidity and a lower cost of capital.”
2021 Production Guidance & Costs
There has been no change to management production and cost guidance for 2021.
• Gold production between 120,000 and 130,000 ounces
• Cash operating cost1 between $580 and $640/ounce
• All-in sustaining cost1 between $895 and $975/ounce
• Sustaining capital spend between $25 to $30 million
• Non-sustaining capital spend of $5 to $10 million
• Growth spend (includes Exploration and Séguéla study spend) of $15-$20 million
The production and cost guidance assumes no material operational impacts due to COVID-19. A prolonged COVID-19
related delay or significant deterioration in operating conditions may have an impact on production and cost guidance.

Q1 2021 Highlights
Three months ended
March 31 2021
Three months ended
March 31 2020
Gold ounces produced 35,308 32,380
Gold ounces sold 33,962 30,126
Financial Data (in thousands of U.S. dollars)
Gold sales 60,625 48,045
Mine operating profit1 20,765 14,900
EBITDA1 24,517 17,535
Adjusted EBITDA1 27,592 19,774
Adjusted EBITDA margin1 46% 41%
Net income 5,570 1,911
Basic earnings per share attributable to shareholders 0.01 0.00
Adjusted net income1 8,645 4,150
Per share1 0.02 0.01
Cash flow from mining operations1 32,547 25,364
Per share1 0.09 0.07
Return on equity1 21% 11%
Cash on hand end of period 56,504 44,165
Total assets 344,465 300,694
Statistics (in dollars)
Average realized selling price (per ounce) 1,785 1,595
Cash operating cost (per tonne processed)1 156 146
Cash operating cost (per ounce produced)1 564 566
Total cash cost (per ounce sold)1 677 657
Sustaining capital cost (per ounce sold)1 225 345
Site all-in sustaining cost (per ounce sold)1 906 1,003
All-in sustaining cost (per ounce sold)1 963 1,058
Response to the COVID-19 Pandemic Management of the current global COVID-19 crisis is ongoing particularly as various jurisdictions implement measures to
re-open or close again, their economies. The Company has been proactive in its response to the potential threats posed by COVID-19 and has implemented a range of measures to protect the health and well-being of its employees and host
communities while continuing to operate to the extent possible, in ordinary course of business. These measures include, but are not limited to, quarantine, reducing on-site crew sizes, enhanced cleaning and disinfecting protocols, requiring
workers with symptoms to self isolate and promoting preventative measures including social distancing and frequent handwashing. All employees returning to site are required to complete a testing and screening process. As a result,
operations at Yaramoko to date have not been materially impacted by COVID-19. The Company is continually assessing the evolving situation, including the health and safety risks to the Company’s personnel and contractors at its operations and offices.
Whilst production at Yaramoko has been maintained, if a COVID-19 related interruption were to occur it may have an impact on the Company’s operations, financial position and liquidity.

Review of Q1 2021 Financial Results

Mine operating profit
During the quarter ended March 31, 2021, revenues totalled $60.6 million (2020: $48.0 million) while mine operating
expenses and royalties totalled $20.4 million (2020: $16.9 million) and $3.6 million (2020: $2.9 million), respectively. The increase in sales is primarily due to a 12% increase in the average realized gold price, and a 13% increase in ounces sold.
Total mine operating expenses included $0.9 million COVID-19 related costs, reflecting incremental costs primarily
relating to personnel, camp and transportation costs. During the quarter, the Company achieved total cash cost1 per ounce sold of $677 and a mine operating margin1 of $1,108 per ounce sold.
For more information on the cash operating costs1
see the financial performance of the Mine Operating Activities section
of this MD&A.
During three-month period ended March 31, 2021, depreciation totalled $15.8 million compared to $13.4 million in Q1
2020. The increase in depreciation is a result of the continued investment in the underground development of 55 Zone and Bagassi South combined with higher throughput.

General and administrative expenses
General and administrative expenses for the three-month period was $1.6 million compared to $1.3 million in Q1 2020, primarily as a result of increased corporate development activities.
Sustainability and other in-country costs
Sustainability and in-country costs totalled $0.3 million for Q1 2021 compared to $0.4 million in the comparative period.
These expenditures are incurred as part of Roxgold’s commitment to responsible operations in Burkina Faso including several sustainability and community projects.

Exploration and evaluation expenses (“E&E”)
Exploration and evaluation expenses totalled $5.9 million for the three-month ended March 31, 2021 compared to $7.8 million in the comparative period. However, the decrease in costs expensed was due to the commencement of capitalising all costs directly attributable to Séguéla to mineral properties under development within Property, Plant and Equipment.
During Q1 2021, costs related to the project that were capitalised totalled $6.1 million.
Exploration activity at Boussoura and Yaramoko totalled $4.9 million. Significant drilling activity continued at the Boussoura project with drilling expenses totalling $3.5 million for the quarter.
Share-based payments
Share-based payments totalled $0.8 million in Q1 2021 compared to $0.2 million in Q1 2020. The increase is mainly due to an increase in the Company’s share price.

Other income (expenses)
Other expenses totalled $4.0 million in Q1 2021, respectively compared to $1.6 million in the comparative period. The
increase is mainly attributed to a foreign exchange loss of $2.5 million in Q1 2021 due to the stronger USD compared to
a foreign exchange gain of $1.0 million in Q1 2020.

Current and deferred income tax expense
The current income tax expense totalled $2.6 million for Q1 2021 compared to $1.2 million in compared period largely
due to higher mine operating profits. The higher effective tax rate is also driven by the increase in exploration expenditures
in 2021 incurred in Burkina Faso and Côte d’Ivoire not being tax effected due to the Company’s status under the tax
regulations.
Net income & EBITDA
The Company’s net income was $5.6 million in Q1 2021 and compared to net income of $1.9 million in Q1 2020. The
Company’s EBITDA1 was $24.5 million for the three-month period ended March 31, 2021 compared to $17.5 million in
the comparative 2020 period.
Net income was higher compared to Q1 2020 primarily as a result of higher average realized gold sales price and higher
gold ounces sold, offset by higher mining expenses due higher tonnes processed and higher depreciation.
Income Attributable to Non-Controlling Interest
For the three-month period ended March 31, 2021, the income attributable to the non-controlling (“NCI”) interest was
$1.2 million. The Government of Burkina Faso holds a 10% carried interest in Roxgold SANU SA and as such is considered
Roxgold’s NCI. The NCI attributable income is based on IFRS accounting principles and does not reflect dividend payable
to the minority shareholder of the operating legal entity in Burkina Faso.
Financial Position
As at March 31, 2021, the Company had $56.5 million in cash on hand, with $31.1 million of long-term debt. The restricted
cash totalling $2.0 million relates to funds restricted for the purposes of future restoration costs of the Yaramoko Gold
Mine. The Company's current assets exceeds its current liabilities by $21.0 million.
With the existing cash balance and the forecasted cash flows from operations, the Company is positioned to fund its cash
requirements for the next twelve months which relate primarily to the following activities:
• Underground development at the 55 Zone
• Exploration programs at Séguéla and Boussoura
• Principal debt and interest repayments
The Company manages its capital structure and adjusts when necessary, in accordance with its objectives and changes in
economic conditions.
The Company’s total assets as at March 31, 2021 has increased by $0.9 million when compared to March 31, 2020.

Events subsequent to March 31, 2021
On April 26, 2021, the Company announced that it had entered into a definitive arrangement with Fortuna whereby Fortuna will acquire all of the issued and outstanding securities of Roxgold. Under the agreement, Roxgold shareholders
will receive 0.283 common shares of Fortuna and C$0.001 for each Roxgold common share held. Based on the closing
price of Fortuna common shares on the TSX on April 23, 2021, the exchange ratio implies a premium of 40.4% to Roxgold shareholders. The transaction is expected to close in late June or early July 2021. The transaction will be effected by way of a court approved plan of arrangement under the Business Corporations Act (British Columbia), requiring the approval
of at least 66?% of the votes cast by the shareholders of Roxgold voting in person, virtually or represented by proxy at a special shareholders’ meeting to consider the transaction. The issuance of Fortuna common shares pursuant to the transaction will require approval by a simple majority of the votes cast by the shareholders of Fortuna voting in person,
virtually or represented by proxy at an annual and special meeting of Fortuna shareholders' called to consider, in addition
to certain annual meeting matters, the issuance of Fortuna shares pursuant to the requirements of the TSX. In addition, the transaction is subject to approval by the Supreme Court of British Columbia, and TSX and NYSE approval and the
satisfaction of certain other closing conditions customary in transactions of this nature.

Yaramoko Mine Complex
Mine Operating Activities
Three months ended March 31 2021 Three months ended March 31 2020
Operating Data
Ore mined (tonnes) 153,256 134,472
Ore processed (tonnes) 127,667 125,879
Head grade (g/t) 8.0 8.7
Recovery (%) 98% 97.9
Gold ounces produced 35,308 32,380
Gold ounces sold 33,962 30,126
Financial Data (in thousands of dollars)
Gold sales 60,625 48,045
Mine operating expenses1
(20,402) (16,912)
Government royalties1 (3,634) (2,883)
Depreciation and depletion1
(16,014) (13,350)
Statistics (in dollars)
Average realized selling price (per ounce) 1,785 1,595
Cash operating cost (per tonne processed)1 156 146
Cash operating cost (per ounce produced)1 564 566
Total cash cost (per ounce sold)1 677 657
Sustaining capital cost (per ounce sold)1 225 345
Site all-in sustaining cost (per ounce sold)1 906 1,003
Health and safety performance
Safety is a core value of Roxgold. There were no Lost Time Injury (“LTI”) incidents in Q1 2021 and a 12-month rolling LTIFR
of 0.36 per one million hours worked.
Operational performance
The Company’s gold production in Q1 2021 was 35,308 ounces at a head grade of 8.0 g/t compared to 32,380 ounces at
8.7 g/t in Q1 2020.
Mining activities totalled 153,256 tonnes of ore mined at a grade of 6.9 g/t (includes low grade ore mined totalling 53,284
tonnes at a grade of 2.6 g/t) and 913 metres of waste development. This compares with 134,473 tonnes of ore at 7.9 g/t
and 1,357 metres of waste development in Q1 2020. The 55 Zone mine produced 97,516 tonnes at 7.1 g/t and the Bagassi
South mine contributed 55,740 tonnes at a grade of 6.6 g/t.

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