ROXGOLD INC.

ANNUAL INFORMATION FORM FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013

Dated July 2, 2014

TABLE OF CONTENTS

GENERAL ...... 1 STATEMENT REGARDING FORWARD LOOKING STATEMENTS ...... 1 CORPORATE STRUCTURE ...... 2 GENERAL DEVELOPMENT OF THE BUSINESS ...... 3 DESCRIPTION OF BUSINESS ...... 6 MINERAL PROPERTIES...... 8 RISK FACTORS ...... 29 DIVIDENDS ...... 39 DESCRIPTION OF CAPITAL STRUCTURE ...... 39 MARKET FOR SECURITIES ...... 40 DIRECTORS AND OFFICERS ...... 40 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ...... 48 LEGAL PROCEEDINGS ...... 48 TRANSFER AGENT AND REGISTRAR ...... 49 MATERIAL CONTRACTS ...... 49 EXPERTS ...... 49 ADDITIONAL INFORMATION...... 50

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GENERAL Reference is made in this annual information form (the “Annual Information Form” or “AIF”) to the audited financial statements (the “Financial Statements”) and management’s discussion and analysis for Roxgold Inc. (the “Company” or “Roxgold”) for the fiscal year ended December 31, 2013, together with the auditor’s report thereon. The Financial Statements are available for review on the SEDAR website located at www.sedar.com. All financial information in this Annual Information Form is prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). Unless otherwise noted herein, information in this Annual Information Form is presented as at December 31, 2013. In this AIF, references to “$” are to Canadian dollars and references to “US$” are to United States dollars. All references in this AIF to the Company also include references to all subsidiaries of the Company as applicable, unless the context requires otherwise. STATEMENT REGARDING FORWARD LOOKING STATEMENTS Except for statements of historical fact relating to the Company, certain information contained in this Annual Information Form constitutes “forward-looking information” under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the potential of the Company’s current or future property interests; the future price of gold; success of exploration and mining activities; cost and timing of future exploration, production and development; the estimation of mineral resources, the realization of mineral resource estimates; and requirements for additional capital and other statements relating to the financial and business prospects of the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, ”would”, “might” or “will be taken”, “occur” or “be achieved”. In addition, statements relating to “resources” are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the resources described can be profitably mined in the future. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, and are inherently subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks related to: unexpected events and delays during permitting; the possibility that future exploration and/or development results will not be consistent with the Company’s expectations; timing and availability of external financing on acceptable terms and in light of the current decline in global liquidity and credit availability; uncertainty of mineral resources; future prices of gold and other minerals; government regulation of mineral exploration and development; failure of equipment or processes to operate as anticipated; risks inherent in mineral exploration, production and

- 2 - development including environmental hazards, industrial accidents, and unusual or unexpected geological formations; and uncertain political and economic environments. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws. CORPORATE STRUCTURE Roxgold Inc. was incorporated under the Company Act of the Province of British Columbia by Memorandum and Articles on November 22, 1983 under the name "Kilembe Resources Ltd.", with an authorized capital of 10,000,000 common shares without par value. By a series of special resolutions filed with the Registrar of Companies, the Company increased its authorized capital to 100,000,000 common shares without par value. By a Certificate of the Registrar of Companies issued July 15, 1991, the Company changed its name to “Liquid Gold Resources Inc.” By a Certificate of the Registrar of Companies dated April 19, 1999, the Company changed its name to “West African Venture Exchange Corp.” By a Certificate of the Registrar of Companies issued September 17, 2002, the Company changed its name to "Wave Exploration Corp." By a Certificate of the Registrar of Companies issued January 15, 2007, the Company changed its name to “Roxgold Inc.”

The common shares of the Company (“Common Shares”) are listed and posted for trading on the TSX Venture Exchange (the “TSXV”) under the symbol "ROG". The head and registered office of the Company is located at 360 Bay Street, Suite 500, Toronto, Ontario M5H 2V6. The following chart illustrates the inter-corporate relationships of the Company and each of its subsidiaries:

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GENERAL DEVELOPMENT OF THE BUSINESS Three Year History The following describes the general development of Roxgold’s business over the last three completed financial years. 2014 Yaramoko Development

On June 4, 2014, Roxgold filed its Technical Report (as defined below) in respect of the Yaramoko property. The Feasibility Study was led by SRK Consulting (Canada) Inc. and prepared in partnership with Mintrex Pty Ltd., Knight Piésold Pty Ltd. and Cardno BEC Pty Ltd. Please see “Mineral Properties – Yaramoko Property – Summary of Technical Report” below.

On May 8, 2014, the Burkina Faso Ministry of Mines issued a permit expansion enlarging the total Yaramoko permit from 167 km2 to 196 km2. This provides the Company with additional prospective exploration ground along the Hounde belt margin.

Equity Financing On March 25, 2014, Roxgold completed a bought deal public offering of Common Shares through a syndicate of agents led by BMO Capital Markets, and including Cormark Securities Inc., Raymond James Ltd., RBC Capital Markets Inc., Toll Cross Securities Inc., GMP Securities L.P., Haywood Securities Inc. and Macquarie Capital Markets Canada Ltd., pursuant to which it issued 49,680,000 Common Shares at a price of $0.58 per share to raise gross proceeds of $28,814,400.

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2013 XDM Acquisition On December 31, 2013, Roxgold completed its acquisition of XDM Royalty Corp. (“XDM”), pursuant to which XDM shareholders received approximately 0.186 Common Shares for every one common share of XDM held (the “Exchange Ratio”) which reflected a deemed price of $0.55 per Common Share. The final Exchange Ratio was determined based upon XDM’s aggregate net cash on hand at closing which totalled approximately $8.3 million, following the sale of its royalty interests and after deduction of applicable transaction and severance costs. Roxgold issued an aggregate of approximately 15,153,819 Common Shares pursuant the transaction. In addition, pursuant to the transaction, Roxgold has reserved for issuance (i) an additional 619,082 Common Shares issuable upon the exercise of pre-existing stock options of XDM, each exercisable at prices ranging from $1.34 to $5.36 until March 31, 2014; (ii) an additional 1,105,631 Common Shares issuable upon the exercise of pre-existing share purchase warrants of XDM, each exercisable at $9.38 until December 8, 2015; (iii) an additional 108,849 Common Shares issuable upon the exercise of certain pre-existing compensation options of XDM, each exercisable at $4.45 until December 31 2015; and (iv) an additional 156,654 Common Shares issuable upon the exercise of pre-existing compensation options of XDM, each exercisable at $5.36 to acquire one unit until December 2015, each unit consisting of one Common Share and one-half of one share purchase warrant, with each whole warrant entitling the holder to acquire one additional Common Share at $9.38 until December 8, 2015. Mr. Oliver Lennox-King, a director and Chairman of the Company, also served as a director and Executive Chairman of XDM. See “Interest of Management and Others in Material Transactions” and “Risk Factors – Potential Conflicts of Interest”.

Yaramoko Development

On March 4, 2013, Roxgold announced an updated mineral resource estimate for Yaramoko’s 55 Zone deposit. The estimate was undertaken by AGP Mining Consultants Inc. ("AGP") and was based on 81,105 metres of drilling and has been prepared in accordance with National Instrument 43-101 ("NI 43-101") Standards for Disclosure of Mineral Properties. On April 18, 2013, the Company filed a technical report entitled "Resource Update Report for the Yaramoko, 55 Zone, West-Central Burkina Faso".

On May 27, 2013, the Company announced that it had received a three-year extension to its Yaramoko exploration permit in Burkina Faso, West Africa. The exploration permit had an original expiry date of September 8, 2013 which has now been extended to September 8, 2016. The extension to the Yaramoko exploration permit, granted by the Burkina Faso Department of Energy and Mines, provides Roxgold with additional time in which to expand the existing 55 Zone, complete economic studies and submit an application to convert the area required for potential future operations to a mining permit, if warranted. In addition, it enables Roxgold to continue its ongoing regional exploration program over the full 167km2 permit area.

On August 27, 2013, Roxgold released a second updated mineral resource estimate for the 55 Zone. The resource estimate is based on 99,077 metres of drilling and was prepared by AGP in accordance with NI 43-101. The resource estimate is restricted to the 55 Zone and does not include intersections drilled on other zones discovered on the Yaramoko property.

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On September 16, 2013, the Company released the results of a positive Preliminary Economic Assessment (“PEA”) for Yaramoko’s 55 Zone. The PEA is preliminary in nature and it includes 273,000 ounces of inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that the conclusions reached in the PEA will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability. On October 29, 2013, the Company filed a technical report entitled "NI 43-101 Preliminary Economic Assessment for the Yaramoko Project, Burkina Faso" (the “2013 Technical Report”) which was prepared in accordance with NI 43-101.

Equity Financings

On January 29, 2013, Roxgold announced a brokered private placement of 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. On February 11, 2013, Roxgold announced the closing of the brokered private placement pursuant to which it issued 14,973,214 Common Shares at a price of $0.70 per share to raise gross proceeds of $10,481,250.

On August 1, 2013, the Company closed a bought deal private placement of 25,625,000 Common Shares at a price of $0.40 per share to raise gross proceeds of $10,250,000 with a syndicate of underwriters led by Cormark Securities Inc. and including Macquarie Capital Markets Canada Ltd., Toll Cross Securities Inc., GMP Securities L.P., Jennings Capital Inc., and Raymond James Ltd.

2012 Change in Year End On October 17, 2012, Roxgold announced that, effective in 2012, its financial year-end changed from October 31 to December 31 to align the year-ends of Roxgold and its operating subsidiary located in Burkina Faso.

Proxy Dispute

On July 10, 2012, Roxgold postponed its annual meeting of shareholders scheduled for July 12, 2012 as a response to a shareholder bid nominating an alternative slate of directors, which led to a proxy dispute settled in September 2012. The shareholder, Oliver Lennox-King (“OLK”), and Roxgold entered into a Settlement Agreement that terminated the proxy dispute on September 25, 2012 and set forth the terms upon which the Company and OLK agreed on a new Roxgold board of directors to be constituted of the five members of OLK's slate, namely Messrs. Lennox-King, Walter Segsworth, Jonathan Rubenstein, Richard Colterjohn and Joseph Spiteri, and two representatives of management's slate, namely Messrs. John Knowles and Gordon Pridham.

On December 19, 2012, a new management team was announced comprised of Mr. John Dorward as President and Chief Executive Officer, Mr. Paul Criddle as Chief Operating Officer and Mr. Ben Pullinger as Senior Manager of Geology.

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Project Development

On August 7, 2012, the Company released its maiden resource for Yaramoko’s 55 Zone deposit. AGP prepared the resource estimate which was based on nine months of drilling totaling 31,775 metres. On September 26, 2012, Roxgold filed a technical report entitled "Technical Report, Mineral Resource Estimate Yaramoko, 55 Zone, West-Central Burkina Faso" (the “2012 Technical Report”).

Equity Financings

On February 28, 2012, the Company closed a bought deal private placement of 14,000,000 Common Shares at a price of $1.85 per share to raise total gross proceeds of $25,900,000, with a syndicate of underwriters led by Cormark Securities Inc. and including GMP Securities L.P., RBC Capital Markets, Fraser Mackenzie Limited, PI Financial Corp., Pope & Company Limited, and Toll Cross Securities Inc.

DESCRIPTION OF BUSINESS General Roxgold is a junior natural resource company engaged in the business of acquiring, exploring and evaluating mineral properties, and further developing them through to construction or disposing of them when the evaluation is complete. The Company is a reporting issuer in each of the provinces and territories of Canada other than Quebec, and its Common Shares are listed for trading on the TSXV under the symbol “ROG.” At December 31, 2013, the Company was in the exploration stage and evalution stages of activity on its mineral properties in Burkina Faso.

Seasonality

The Company’s properties are in Burkina Faso and are subject to seasonal climatic conditions, with a dry season extending from September to May and a wet season with intermittent heavy rains from June to August. Working conditions are challenging during the wet season.

Foreign Operations All of Roxgold’s property interests are located in Burkina Faso, West Africa and, as such, subject to local laws and politics. While the government of Burkina Faso has modernized its Mining Code and is considered by the Company to be supportive of mining and mineral exploration, no assurances can be provided that this will continue to be the case in the future. Please refer to the "Risk Factors” section of this AIF for further information. Burkina Faso Mineral Title Regime Under the Burkina Faso Mining Code (“Mining Code”), exploration permits may be granted by Order of the Mining Minister to any person or legal entity which has made the relevant application to the administrative authorities. An exploration permit is valid for 3 years commencing on the date of the grant of the order, and the permit may be renewed twice for subsequent periods of 3 years. On application for the second renewal, the permit holder must relinquish 25% of the area for which the permit is granted. The renewal is automatic provided that the holder has fulfilled its

- 7 - obligations pursuant to the Mining Code and that its application complies with the mining regulations. At the end of the second renewal period, and unless exceptionally extended at the discretion of the Mining Minister, the exploration permit must be either converted to an exploitation permit or relinquished. Under the Mining Code, an exploitation permit is granted by a government decree passed on the basis of a proposal by the Mining Minister, pursuant to the recommendation of the National Mining Commission. An exploitation permit is granted to any holder of an exploration permit which has provided evidence of the existence of an economic deposit in accordance with the Mining Code. An exploitation permit is issued for a period of 20 years from the decree issuing the permit and may be automatically renewed for successive periods of 5 years until the mine is depleted. In accordance with the Mining Code, the granting of an exploitation permit entails the allocation to the state of 10% of the share capital of the exploitation company, free of charge. This 10% state participation must be maintained when there is an increase in the capital of the company. At this time, the Company has not applied for nor been granted an exploitation permit covering any of its properties. In addition, there is a gold price based sliding scale 3% - 5% royalty, payable to the government, on all gold production in Burkina Faso. The Yaramoko exploration permit held by the Company was originally granted on September 14, 2004 and was last exceptionally extended on May 22, 2013. The Yaramoko exploration permit is scheduled to expire on September 8, 2016. The Solna property consists of three separate exploration permits held by the Company: Solna, Yantara and Teyango. The Solna exploration permit was originally issued on November 5, 2004, renewed on January 8, 2014 and is scheduled to expire on November 5, 2016. The Yantara and Teyango exploration permits were originally issued on October 7, 2005 and are scheduled to expire on October 7, 2014. Under the current provisions of the Mining Code, the Solna, Yantara and Teyango exploration permits cannot be renewed after their respective expiry dates, but may potentially be exceptionally extended. The Bouboulou (Bissa West) exploration permit in which the Company holds an interest was originally granted on July 29, 2003 and was last extended on July 29, 2012. The Bouboulou exploration permit is scheduled to expire on July 29, 2015. Employees As at December 31, 2013, the Company had an aggregate of seventy employees. The Company is dependent on the services of key executives and a small number of highly skilled and experienced executives and personnel. The skill and knowledge required to explore for and successfully find mineral deposits in foreign countries include experience in geological evaluation and interpretation and an understanding of local laws and customs. The Company's senior executives have a variety of relevant experience, education and professional designations and the Company acquires other specialized skills and knowledge by engaging, on a contract basis, professionals in other relevant disciplines and local experts. To date, the Company has not experienced any difficulty in obtaining the services required to successfully pursue its activities. However, as its projects advance, additional expertise and skilled labour will be required and the

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Company will face increased competition in attracting and retaining such qualified personnel. The country of Burkina Faso does not have a long history of mining and, as a result, there is a limited supply of local skilled labour. See also “Risk Factors – Risks of Operating in Burkina Faso” and “- Dependence on Management and Key Personnel”. Environmental Protection All phases of the Company’s operations are subject to environmental regulation in the jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. To date, applicable environmental legislation has had no material financial or operational effects upon the capital expenditures or operations of the Company. See also “Risk Factors – Environmental Risks and Hazards”. Competition The mineral industry is intensely competitive in all its phases. The Company competes with many other mining and mineral exploration companies who have greater financial resources and experience. The market price of precious metals and other minerals is volatile and cannot be controlled. See “Risk Factors – Competitive Conditions”. MINERAL PROPERTIES Yaramoko Property SRK Consulting (Canada) Inc. (“SRK”) prepared the report dated June 4, 2014 and entitled “Technical Report for the Yaramoko Gold Project, Burkina Faso” (the “Technical Report”). Each of Jean-Francois Couture, Ken Reipas, Brian Connolly, Sebastien Bernier, Bruce Murphy, Anthony Rex, Fiona Cessford, Rob Bowell, Leendert Lorenzen, Ian Kerr, David Morgan and Geoff Bailey is a qualified person under NI 43-101 (each a “Qualified Person”), and is independent of the Company. The following description of the Technical Report is a summary of the Technical Report and is included herein with the consent of each Qualified Person. To obtain further particulars regarding the Yaramoko property readers should consult the Technical Report which has been filed with the applicable Canadian securities regulatory authorities pursuant to NI 43-101 and is available for review under the Roxgold’s SEDAR profile at www.sedar.com. Readers are cautioned that the summary of technical information in this AIF should be read in the context of the qualifying statements, procedures and accompanying discussion within the complete Technical Report and the summary provided herein is qualified in its entirety by the Technical Report. Capitalized and abbreviated terms appearing in the following summary and not otherwise defined herein shall have the meaning ascribed to such terms in the Technical Report.

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Summary of Technical Report Project Description and Location The Yaramoko gold project property is located approximately 200 kilometres (km) southwest of Ouagadougou in the Balé Province in western Burkina Faso (Figure 1). The centroid of the 55 Zone gold deposit in the Yaramoko gold project is located at 3 degrees and 16 minutes longitude west (3.28 degrees west) and 11 degrees and 45 minutes latitude north (11.75 degrees north). The Yaramoko gold project consists of a single exploration permit totalling 167 square kilometres (km2). Exploration permits are granted by order of the Ministère des Mines, des Carrières et de l’Énergie of Burkina Faso. By granting these permits, the Government of Burkina Faso retains a 10% carried interest on the award of an Industrial Operating permit, free of all charges. This participation right will in no case be diluted. There are six types of mineral rights:  Exploration permit;  Industrial Operating permit;  Semi-Mechanized Small-Scale Operating permit;  Prospecting authorization;  Traditional Artisanal Mining authorization; and  Quarrying authorization. The Yaramoko permit was renewed for the third and last time on May 22, 2013 and is valid until September 8, 2016 (Arrêté ministériel No. 2013-000312/MCE/SG/DGMGC). Roxgold will decide in due course whether to apply for a Permis d’exploitation industrielle (Industrial Operating permit), the Burkina Faso equivalent of a mining permit. The primary environmental approval required by Roxgold to develop the Yaramoko project is an Avis de Conformité et de Faisabilité Environmentale, which is issued by the Ministry of Environment and Sustainable Development through its branch Bureau Nationale des Evaluations Environnementales (BUNEE). Such an Avis indicates a positive decision of the Minister of Environment on the submitted environmental and social impact assessment (ESIA), which was submitted to government on May 6, 2014. Roxgold anticipates receiving this Avis during the second half of 2014.

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Figure 1: Location of the Yaramoko Gold Project The project is located in a rural part of the country with no industrial activities. Environmental liabilities on the site are limited to minor environmental damage caused by the artisanal miners associated with land disturbance and the use of mercury for gold extraction. Several zones of gold mineralization exist on the Yaramoko project. The target gold mineralization for the feasibility study occurs in the 55 Zone hosted in a narrow east-northeast-trending shear zone. From 0 to 400 metres (m) depth, the shear zone dips moderately (65º to 70º) to the south and hosts thick extensional quartz veins. Below that depth, the shear zone is steep (85º) with fewer segmented and deformed quartz veins. The bulk of the gold mineralization occurs in dilatational segments of the reverse dextral shear zone where quartz veins are thicker and exhibit better geological continuity. Gold typically occurs as coarse free grains in quartz and is associated with minor pyrite. The gold-bearing veins range from a few centimetres to more than 4 m in width. Accessibility, Climate, Local Resources, Infrastructure and Physiography The Yaramoko project is approximately 200 km by road southwest of Ouagadougou. It can be reached via the highway system by two routes. One route is to travel west from Ouagadougou on paved highway for approximately 200 km to the village of Ouahabou, and then north-northwest by laterite road for approximately 20 km to the village of Bagassi, which is at the centre of the property area. Bagassi has recently been connected to the country’s national power grid.

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An alternative route is reaching the city of Boromo, approximately 180 km southwest of Ouagadougou, and then proceeding west on a laterite road for approximately 50 km. The narrow- gauge National Railway of Burkina Faso divides the property. Roxgold’s exploration camp is located in the village of Koussaro, which is some 2 km east of the Exploration permit’s eastern boundary. The camp comprises several cabins with indoor plumbing. Diesel generators produce electricity and there is an internet connection. The camp offers a secure area for logging and processing drill core and for storing equipment. From the camp, the project property is accessed by a 6-kilometre laterite road constructed by Roxgold. The closest major city is Boromo. It is serviced by the national power grid and it hosts a hospital and additional suppliers. However, major purchases and procurements need to be done in Ouagadougou. The surface area covered by the Yaramoko Exploration permit is sufficient for the infrastructure necessary for an underground mining operation. The area can accommodate the potential tailings storage areas, waste disposal, leach pads, and processing facilities. The climate is semi-arid, with a rainy season from April to October and a dry season that is mild to warm from November to February and hot from March to June. Temperatures range from a low of about 15 degrees Celsius in December to highs of about 45 degrees Celsius in March and April. Annual total rainfall in the area averages 800 millimetres. Burkina Faso’s climate allows for exploration to be carried out throughout the year. Geological fieldwork and rotary drilling are usually conducted during the dry season between January and May, while diamond drilling can be conducted throughout the year. The property is covered by hills of volcanic rocks rising to a maximum of 450 metres above sea level and of vast lateritic plains extending below the hills. A network of backwaters and rivers, which flow generally in a northeast-southwest and north-south directions towards the large Basle River, drain the property. Vegetation in uncultivated areas comprises mostly savannah woodlands, with dense bush growing only near streams and rivers. Deforestation is widespread over the permit area. History The project area has been explored since 1974. SRK Consulting (Canada) Inc. (SRK) understands that the Yaramoko permit was initially granted to Riverstone Resources Inc. (Riverstone) in 2006 and has changed ownership only once, when the registration was transferred to Roxgold in September 2012. Between 1974 and 1995, le Programme des Nations Unies pour le Développement (PNUD) and the Bureau des Mines et de la Géologie du Burkina (BUMIGEB) conducted intermittent exploration work in and around the current permits area including regional and detailed soil geochemistry surveys, an airborne geophysical survey, ground geophysics, trenching, and drilling. The significant results obtained at that time were reported by Willemyns of PNUD in 1982 (as cited in Riverstone, 2008) from two quartz vein core samples collected in the area of Bagassi East that returned 2.9 grams of gold per tonne (g/t gold) over a core length interval of 1.45 metres (m), and 6.36 g/t gold over a core length interval of 0.30 m.

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In 1995, Placer Outokumpu Exploration Limited conducted soil sampling in the area of Bagassi- Yaramoko on behalf of Supply Services and Burkina. That sampling returned a small number of isolated values greater than 100 parts per billion (ppb) gold. A single sample returned a value of 760 ppb gold and it was reported to have been collected in an area underlain by Tarkwaian sedimentary rocks (Riverstone, 2008). In 1996, S.à.r.l. Shield Resources of Burkina Faso conducted exploration work in the area of Bagassi. A ground survey parallel to the railroad was undertaken. It returned a few anomalous points but there was no follow-up work (Riverstone, 2008). Other than small scale orpaillage conducted on a few areas of the property, there has not been any known production from the Yaramoko property. Geological Setting The geology of Burkina Faso can be subdivided into three major litho-tectonic domains: a Paleoproterozoic basement underlying most of the country; a Neoproterozoic sedimentary cover developed along the western, northern and south-eastern portions of the country; and a Cenozoic mobile belt forming small inliers in the north-western and extreme eastern regions of the country. The Paleoproterozoic basement comprises Birimian volcano-sedimentary and plutonic rock intruded by large batholiths of Eburnean granitoid. Two major north-northeast-trending sinistral shear zones define the overall structure of this basement: the Houndé-Ouahigouya Shear Zone in the west and the Tiébélé-Dori-Markoye Shear Zone in the east. Two major Birimian greenstone belts, the Houndé and the Boromo belts, traverse the country over more than 400 km and host multiple gold and base metal deposits (Huot et al., 1987). The Yaramoko property is situated at the northern end and on the eastern edge of the Houndé Greenstone Belt. The Houndé Greenstone Belt is composed of an up to 6-kilometre-thick basal sequence of tholeiitic basalts, gabbros, and related volcaniclastic rocks. The sedimentary rocks in the belt were deposited in a near-shore, shallow detrital environment; they consist of poorly sorted conglomerates, sandstones, and gritstones, to arkoses and pelites (Villeneuve and Cornée, 1994). The Houndé belt is bound by the Boni shear zone to the west, which places the volcano-sedimentary sequence in contact with a belt of younger Tarkwaian type sedimentary rocks with a maximum age of 2.12 billion years (Metelka et al., 2011). The north-northeast-trending Boni shear zone divides the Yaramoko project area between the predominantly Houndé volcanic and volcaniclastic rock to the west and the Diébougou granitoid domain composed predominantly of granitic rock with minor volcanic rock to the east. The main lithological units are mafic volcanic rocks, felsic dikes, and late dolerite dikes. This region is considered prospective for orogenic gold deposits, which typically exhibit a strong relationship with regional arrays of major shear zones. Three generations of faults are recognized on the Yaramoko project area. Anastomosing north- striking belt-parallel shear zones are crosscut by faults associated with the Boni shear zone. The youngest deformation event is documented by east-northeast-striking sinistral faults and shear zones (e.g., the 55 Zone shear zone and east-southeast striking dextral faults.). The 55 Zone shear zone is characterized by strongly-developed east-northeast-trending foliation. From 0 to 400 m depth, the shear zone is moderate-dipping (65º to 70º) with thick quartz veins.

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Below that depth, the 55 Zone is steep (85º). Striations and stretching lineations plunge moderately to the east indicating oblique movement. South over north reverse-dextral kinematics are inferred from asymmetric folds and boudins. A second shear zone is observed east of the 55 Zone (SRK, 2013b). It is marked by thick, strongly foliated high strain zone and it dips moderately to the east. Based on outcrop fold asymmetry, the shear zone has dextral kinematics. The rest of the rock mass is relatively less deformed. Exploration Riverstone started exploration work on the Yaramoko property in 2005 before Roxgold became involved in late 2010. The exploration programs have comprised soil and rock sampling, airborne and ground geophysics, rotary air blast, auger, reverse circulation, and core drilling. In October and November 2010, under the new option agreement with Roxgold, Riverstone collected 368 soil samples. The survey aimed to test the soil geochemistry of the area above a granitoid intrusion at Bagassi Central and a small eastern extension to Bagassi South. Samples were collected at 50-metre station location and 200-metre line spacing. Station locations were established using handheld GPS devices. Between January and March of 2011, an additional 1,795 soil samples were collected to infill the main grid at Bagassi Central and for the purpose of reconnaissance testing in the West Arm area of the permit. Sampling at Bagassi Central consisted of 100-metre infill lines with stations every 50 m. The survey in the West Arm was conducted at 400-metre line spacing and samples were collected every 100 m. The goal of the survey was to identify if gold bearing structures similar to those occurring on the Semafo property to the north of the Yaramoko property extended down across the west arm of the Yaramoko property. Samples in the West Arm returned generally low gold values with only four samples returning gold values above 100 ppb gold. Between November 2011 and January 2012, 1,879 soil samples were collected to infill the Bagassi Central, Bagassi South, and Kaho areas. Around the 55 Zone, sample spacing was reduced to 25 m by 25 m and taken at a depth of 50 centimetres (cm). In the Bagassi South and Kaho grid areas, the sampling grid was sampled with 100-metre lines and stations every 50 m. The results from the soil sampling programs vary depending on the underlying geology. Results from the Kaho survey report most values at less than 90 ppb gold. Three anomalous areas with sample values of over 400 ppb gold occur in the Kaho grid area. Gold values from the Bagassi South and Central grids show continuity along a north-western trend. In January 2013, Roxgold commissioned Sagax Afrique SA (Sagax) of Burkina Faso to conduct a ground induced polarization (IP) and resistivity survey over the 55 Zone. An orientation survey was performed around the 55 Zone area on north-south oriented lines spaced at 100 m. The initial orientation survey included induced polarization survey for conductivity, chargeability, and resistivity gradients; two pole-dipole survey lines; and a ground magnetic survey. The induced polarization survey was subsequently extended to two additional grids adjacent to the orientation grid near the 55 Zone, and a grid over the Bagassi South zone. The total work completed comprises 64.7 line kilometres of gradient array induced polarization surveys, 2.0 line kilometres of pole

- 14 - dipole array surveys, and 11.0 line kilometres of ground magnetics. The surveys were conducted in the time period from April 16 to April 30, 2013. A series of resistivity, conductivity, and chargeability maps and sections was prepared by Sagax. Results from the orientation grid surveys show that the 55 Zone is associated with a chargeability and resistivity anomaly. Generally, the felsic intrusions are more resistive than mafic volcanic and sedimentary rocks. The lateritic cover generates high potential electrodes contact resistance. The magnetic survey did not reveal any significant magnetic anomalies (Sagax, 2013). The IP/resistivity method is well adapted to the Yaramoko type of mineralization. The interpretation of the gradient IP array combines anomalous chargeability and resistivity zones to assist in the definition of the structural context of the gold mineralized zones which in turn can help define targets for new gold mineralization zones. Riverstone and Roxgold have used various laboratories to prepare and assay samples collected on the Yaramoko project. These include Activation Laboratories Ltd. (Actlabs), ALS Chemex (ALS), BIGS Global S.A.R.L. (BIGS), and SGS Laboratory (SGS) in Ouagadougou, Burkina Faso, in addition to SGS in Tarkwa, Ghana and TSL Laboratories (TSL) in Saskatoon, Saskatchewan. Review of analytical results and analytical quality control data generated by Roxgold for the 55 Zone indicates that the analytical results delivered by the primary laboratories for core samples informing the mineral resources are free of apparent bias and sufficiently reliable for the purpose of mineral resource estimation. Mineralization Gold is the main mineralization of economic interest found to date on the Yaramoko property. The main areas of gold mineralization are the 55 Zone, Bagassi South, 109, and 117 zones. The 55 Zone and the Bagassi South zones are the two main zones, both of which are hosted in the Diebougou granitoid domain. The 55 Zone occurs in a reverse dextral shear zone and gold is primarily associated with quartz veining. The bulk of the gold mineralization occurs in dilatational segments of the shear zone where quartz veins are thicker and exhibit greater continuity. Gold typically occurs as coarse free grain in quartz and is associated with pyrite. The gold-bearing veins range from a few centimetres to more than 4 m in width, and have only minor contents of disseminated pyrite (frequently less than 1%). Adjacent sheared vein wall rock locally contains a small percentage of pyrite. The Bagassi zone is an area of artisanal prospecting located south of 55 Zone that yielded positive geochemical results. At Bagassi South the mineralization consists of pyrite hosted in quartz veining. The surface definition of the vein can be traced by the artisanal mining. The vein is discontinuous over a strike length of some 800 m and is believed to dip to the southwest. Gold mineralization at Bagassi South is associated with quartz, white mica and pyrite alteration. Four mineralogically distinct hydrothermal veins were defined: 1) quartz-rich veins, 2) iron- dolomite rich veins with quartz and muscovite, 3) iron-dolomite and quartz veins with albite, and 4) albite-rich veins with quartz and iron-dolomite (GeoMinEx, 2013). Native gold is present in each vein type, with accompanying sulphides mainly as pyrite and traces of tellurides. The most abundant sulphide mineral, pyrite, occurs in veins, altered wall rock. Textural and chemical complexity of pyrite document protracted period of crystallization from a compositionally

- 15 - evolving hydrothermal fluid. Native gold occurs in numerous textural associations and at a wide range in grain size ranging from less than 1 and up to 300 micrometres. The second type of gold mineralization encountered is also associated with pyrite, occurring in zones of conspicuous shearing primarily in the volcanic rocks, with minimal to no significant quartz veining. These two styles of mineralization represent two end-members of brittle-ductile deformation within the 55 Zone where coarse gold in veining, usually seen in a granitic host, defines a more brittle environment while pyrite and shearing in the volcanic rocks is typical of a ductile domain. Drilling Auger, rotary air blast drilling, reverse circulation, and core drilling were completed on the Yaramoko project. The rotary air blast drilling was used to follow up soil anomalies. The auger drilling was used for collecting soil samples under the transported cover. The reverse circulation drilling was then used as an exploratory probe to trace gold in soil anomalies to bedrock. Positive results from reverse circulation drilling were followed with core drilling to confirm the geological setting of each target. This method successfully identified the 55 Zone, and thereafter other gold mineralized zones on the property. The mineral resource and mineral reserve estimates discussed herein are solely informed from the core drilling information. Core drilling was also used for metallurgical and geotechnical engineering studies, but assay results from these boreholes were not considered for mineral resource evaluation. Reference should be made to Section 9 of the Technical Report for further details concerning the rotary air blast drilling, auger drilling and reverse circulation drilling. Core Drilling The initial core drilling program was conducted from August to November 2011 by Riverstone, under the option agreement with Roxgold, and consisted of 44 boreholes (6,186 m). All but four of the boreholes tested the 55 Zone shear zone. The first 20 or so boreholes on the 55 Zone were drilled to the south at an angle of 45° to 60° from the horizontal. With a better handle on the orientation of the south dipping shear zone, the collar locations were moved to the south with the remaining 20 boreholes drilled to the north so as to intersect the shear zone more perpendicularly. Core drilling by Roxgold on the Yaramoko project has targeted the 55 Zone, Bagassi Central, Bagassi South, 300 Zone and Haho areas. However, most of the drilling was completed at the 55 Zone and in the Bagassi Central area. Starting in November 2011, and up to September 2013, Roxgold completed 361 core boreholes (123,804 m). Of these, 249 core boreholes (100,880 m) targeted the 55 Zone for resource delineation, metallurgical testing, and geotechnical studies. Outside of the 55 Zone, regional targets investigated by core drilling include:  34 core boreholes at Bagassi South for 8,184 m;  24 core boreholes at 109 Zone for 4,100 m;  16 core boreholes at 300 Zone for 2,472 m;  14 core boreholes at 59 Zone, on the footwall of Zone 55, for 2,561 m;  14 core boreholes at 117 Zone for 3,809 m;

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 4 core boreholes at 55 Zone Western Extension for 736 m;  3 core boreholes at 55 Zone Northwest Exploration for 520 m; and  3 core boreholes in Haho zone for 543 m. Resource delineation drilling at the 55 Zone had two main objectives: delineation and infill drilling in the upper 600 m of the shear zone; and testing the depth extensions of the gold to a depth of approximately 1,000 m. Drilling on the 55 Zone consisted of angled boreholes plunging from 45° to 70° from the horizontal and drilled primarily at an azimuth close to 360°. Core drilling recovered HQ sized core (63.5 millimetre diameter) from the top of the borehole to the point where the rock showed no signs of oxidation, typically 20 to 30 m in depth. At that point, the core size was reduced to NQ (47.6 millimetre diameter). Down-hole deviation was monitored using a Reflex Instruments device at 15, 25, 50 m and then approximately every 50 m thereafter. Core recovered from the first 110 boreholes was oriented using a Reflex ACT II instrument. Core from subsequent boreholes was sporadically oriented. After borehole YRM-DD-13-260, core from all infill boreholes was oriented starting at 100 m above the projected shear zone intercept. Recovery and rock quality designation (RQD) measurements were collected prior to transporting the core back to base camp. At the camp, core was also logged to collect information about lithology, mineralization, alteration, geotechnical properties, and marked for sampling by a geologist. Core samples were collected from half core cut lengthwise with a diamond saw. In 2012, Roxgold contracted the Bureau d’Etudes des Géosciences, des Energies et de l’Environnement (BEGE), a consultant group from Burkina Faso, to resurvey all core boreholes using a differential GPS. The collar locations of core boreholes drilled afterwards were surveyed with a differential GPS by CBM Surveys Limited based in Ghana. Drilling on the 55 Zone successfully intersected the main shear zone and associated quartz vein from many setups; most boreholes were drilled at an azimuth of 360° with plunge ranging from 45° to 65°. Seven boreholes tested a hanging wall structure. Five metallurgical boreholes were designed to maximize the quantity of material collected for metallurgical testing, and 14 geotechnical boreholes were designed to test the mechanical behaviour of the surrounding rock. Core recovery was measured and generally exceeded 95%, except across narrow intervals in saprolite and fractured rock where recovery is locally poor. Drilling Pattern and Density Core boreholes considered for mineral resource modelling in the 55 Zone were drilled on sections spaced at between 25 and 50 m. Drilling density is the highest in the core of the shear zone in the top 500 m below surface, achieving roughly a 25 m spacing. Laterally and at depth, the 55 Zone was investigated by drilling at a spacing of approximately 50 m. SRK Comments In the opinion of SRK, the drilling strategy and procedures used by Roxgold and Riverstone conform to generally accepted industry best practices. The drilling information is sufficiently reliable and the drilling pattern is sufficiently dense to interpret with confidence the geometry and the boundaries of the gold mineralization of the 55 Zone. All drilling sampling was conducted by

- 17 - appropriately qualified personnel under the direct supervision of appropriately qualified geologists. SRK is not aware of any drilling, sampling or recovery factors that could materially impact the accuracy and reliability of the drilling results from the 55 Zone. Sampling and Analysis Soil Samples Soil samples weighing approximately 3.5 kilograms were collected by Riverstone and Roxgold using picks and shovels. Collected to a depth of up to 50 cm, each sample was placed in a plastic bag with the sample tag inserted in the bag. The samples were described in the field and transferred to a main electronic spreadsheet. Sample locations were recorded using a handheld GPS unit. Riverstone and Roxgold personnel transported the samples to the field office prior to shipping them to the laboratory for preparation and assaying. Samples were sent to various laboratories in Ouagadougou: ALS, Actlabs, BIGS, and SGS. Samples were assayed using standard fire assay procedures on pulverized subsamples with atomic absorption finish; samples grading in excess of 1.00 g/t gold were re-assayed with a gravimetric finish. Rotary Air Blast Samples The drilling contractor, Forages Technic-Eau Burkina S.A.R.L., carried out rotary air blast drilling for both Riverstone and Roxgold. Rotary air blast chips were processed through a cyclone and split using a riffle splitter. Samples were collected at 3-metre intervals. A 4- kilogram sub sample was collected into a 3-millimetre plastic sample bag and a paper tag with a corresponding sample number was inserted in the bag. The bag was weighed on a spring scale. The discarded portion of the riffle splitter was discarded on the ground. This discarded material was used by the geologist for the initial lithological log. Riverstone and Roxgold personnel transported the samples to the field office prior to shipping them to the laboratory in Ouagadougou for analysis. Samples were sent to ALS, Actlabs, BIGS, and SGS in Ouagadougou. Samples were assayed using standard fire assay procedures on pulverized subsamples with atomic absorption finish; samples grading in excess of 1.00 g/t gold were re-assayed with a gravimetric finish. Auger Drilling Samples Sahara Geoservices of Ouagadougou was contracted for auger drilling. Sample intervals were logged and categorized by a geologist present at the rig at all times. Following the initial orientation program over the 55 Zone in 2012, where the boreholes were sampled from top to bottom, the exploration auger drilling discarded the cover/lateritic material at the top of the borehole. Sampling only occurred when the geologist identified the saprolite zone. Two 2-metre-long samples were collected. The average depth of successful auger boreholes was 5.5 m. The samples were bagged and categorized with a blank or standard inserted every eleventh sample along with a field duplicate sample. Roxgold project geologists supervised the work conducted by the drilling contractor staff.

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Samples were prepared and analyzed by Actlabs in Ouagadougou. Samples were assayed for gold using standard fire assay procedures on pulverized subsamples with atomic absorption finish; samples grading in excess of 1.00 g/t gold were re-assayed with a gravimetric finish. A total of 2,820 samples in 2013 was also analyzed for a suite of 60 elements using an inductively coupled plasma mass spectrometry (ICP) procedure. Reverse Circulation Drilling Samples Boart Longyear from Ouagadougou from 2007 to 2012 and Geodrill from Ghana in 2013 were the drilling contractors that carried out reverse circulation drilling on the property. Boreholes were surveyed using a handheld GPS unit and the down-hole deviation was measured using a Reflex tool. Reverse circulation samples were obtained by collecting the chip material from a 2-metre drill run retrieved underneath the cyclone in a plastic woven bag. This material was then run through a riffle splitter to half the sample size and a 3- to 4-kilogram subsample was placed in a numbered plastic sample bag with a paper sample tag. The bag was weighed on a spring scale. Each sample was quickly logged by the geologist at site for lithology, recovery, and colour of the chips. Samples were transported by Roxgold personnel to the field office and then shipped to the laboratory for analysis. At the field office, the chips were logged in more detail. The logs record lithologies, colour, texture, alteration, veining, and estimated percentage of sulphide and iron oxide. Samples were sent to ALS, Actlabs, BIGS, and SGS in Ouagadougou and assayed using standard fire assay procedures on pulverized subsamples with atomic absorption finish; samples grading in excess of 1.00 g/t gold were re-assayed with a gravimetric finish. Core Drilling Samples Standardized sampling protocols were used for core sampling by Riverstone in 2011 and by Roxgold between 2011 and 2013. Sample preparation and analyses were conducted by Actlabs, ALS, BIGS, and SGS in Ouagadougou, as well as by SGS in Tarkwa and TSL in Saskatoon. Seventy-one percent of the core samples informing the mineral resources (34,626 out of 49,123 samples) were prepared and assayed by Actlabs in Ouagadougou. The use of BIGS, SGS Tarkwa, and TSL was discontinued in 2012. Core Sampling by Roxgold Sampling of core was performed by Roxgold personnel. From the drill site, the core was transported by truck to a secure logging facility at the Roxgold field office where it was photographed and logged by a geologist. Selective sampling was employed where, at the discretion of the geologist, samples were collected from visible alteration or vein zones outside of the expected intercepts. All core was sampled 100 m above and below the 55 Zone. Exploration core boreholes outside 55 Zone are typically sampled throughout the borehole. Waste intervals were sampled at 2-metre intervals except where a significant geological change occurred and/or in mineralized zones where the sampling intervals averaged between 1.0 to 1.5 m. The core was then cut in half lengthwise using an electrical rock saw. Half the sample was placed in a labelled plastic sample bag. The remaining half was returned to the core box for archiving. Samples were then

- 19 - inserted into woven polypropylene bags prior to transport by truck to the preparation and assay laboratory. Sample Preparation at Actlabs Ouagadougou Samples received at Actlabs in Ouagadougou were first crushed up to 90% under 2 millimetre grain size. A 300-gram split was then pulverized to 95%, passing 150 mesh (preparation code RX1). For samples marked as mineralized, a 1,000-gram split was pulverized (preparation code RX1+1.3). All samples were assayed using a 30-gram fire assay procedure with atomic absorption spectroscopy (AAS) finish with a detection limit of 5 parts per billion (ppb) gold (procedure code 1A2). All samples within the mineralized zones or samples grading in excess of 5 g/t gold were re-analyzed using a 1,000-gram screen metallic fire assay procedure with gravimetric finish (procedure code 1A4-1000). With this procedure a representative 500-gram or 1,000-gram sample split is sieved at 100 mesh (150 micrometres [μm]), with fire assays performed on the entire +100 mesh fraction and two splits of the -100 mesh fraction. The final assay result is calculated based on the results and the weight of each fraction. Sample Preparation at ALS Ouagadougou Samples processed by ALS Chemex in Ouagadougou were first crushed to 70% passing 2 millimetres or better (Preparation code CRU-31). A 1.5-kilogram riffle split was pulverized to 85% passing 75 μm (Preparation code PUL-36). All samples were then analyzed using a standard 30-gram fire assay procedure with AAS finish with a detection limit of 5 ppb gold (procedure code Au-AA23). Samples grading above 3.0 g/t gold were re-assayed using a 50-gram fire assay procedure with gravimetric finish (procedure code Au-GRA22). Sample Preparation at BIGS Ouagadougou Samples at BIGS Ouagadougou were crushed and pulverised at undisclosed specifications. Samples assayed at the BIGS Global laboratory in Ouagadougou using a 30- or 50-gram lead fusion fire assay procedure (Codes: FPF300 and FPF500, Fusion Plombeuse), with AAS finish with a detection limit of 5 ppb gold. Sample Preparation at SGS Ouagadougou Samples at SGS Ouagadougou were crushed and pulverised at undisclosed specifications. Samples were then assayed for gold using a combination of fire assay and atomic absorption spectroscopy (procedure code FAA505). The lower detection limit of this method is 0.01 g/t gold. A second analytical method (procedure code FAE505) involving a concentration step from aqueous liquid into di-iso-butyl-ketone (an organic solvent) was used to determine gold concentrations between 0.001 and 1 g/t gold using atomic emission spectroscopy (AES). Sample Preparation at SGS Tarkwa Samples at SGS Tarkwa were crushed and pulverised at undisclosed specifications. Sample assays were performed using fire assay, concentration with an organic solvent, and measurement using AES (procedure code FAE505). This method can determine gold concentrations between 0.002 and 1 g/t gold.

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Sample Preparation at TSL Saskatoon At TSL Saskatoon, samples were prepared using a standard rock preparation procedure (drying, weighing, crushing, splitting, and pulverization). Samples were received, sorted, and verified according to a sample submittal form. Samples were crushed in oscillating jaw crushers to 70%, passing 10 mesh (1.70 millimetres). Samples were riffle split; typically, a 250-gram subsample was pulverized, and the remaining sample was stored as reject. Ring-mill pulverisers grinded samples to 95%, passing 150 mesh (106 μm). Crushers, rifflers, and pans were cleaned with compressed air between samples. Pulverizing pots and rings were brushed, hand cleaned, and air blown. Samples collected after October 2011 were assayed using standard fire assay procedures on 50- gram pulverized subsamples with AAS finish with a detection limit of 5 ppb gold. Samples grading in excess of 3.0 g/t gold were re-assayed with a gravimetric finish. Earlier samples (August 2011 to October 2011) from TSL were analyzed using a screen metallic assay procedure where the entire sample was first crushed, and using a splitter, a 1-kilogram subsample was collected. The lower detection limit of the screen metallic assay procedure is 0.03 g/t gold. The entire subsample was pulverized and subsequently sieved at 150 mesh. Each fraction was then assayed for gold. Results were reported as a calculated weighted average of gold in the entire sample. A total of 482 out of the 3,018 samples assayed by TSL was analyzed using a screen metallic procedure similar to that used at Actlabs. Roxgold no longer uses this laboratory mainly due to sample shipping costs to Canada. Sample Security Samples collected by Riverstone and later by Roxgold were accessible only to authorized Riverstone or Roxgold personnel until the samples were received at the laboratories. The samples shipped to Canada were sent via a bonded freight carrier and were under their care until delivered in Canada. Metallurgical Sampling Three metallurgical testing programs have been carried out on representative samples from 55 Zone. The metallurgical samples consisted of composite samples collected from quarter or half core intervals. The samples were collected at site and shipped to the respective laboratories in large sealed barrels. The samples were crushed, blended, and split to provide sample composites for metallurgical testwork.

Quality Assurance and Quality Control Programs The Technical Report reviews the analytical quality control measures implemented by Riverstone between August and November 2011 and Roxgold between November 2011 and August 2013. The review focuses only on the analytical results for the core samples from the 55 Zone informing the mineral resources. For the 55 Zone core sampling, Roxgold and Riverstone relied partly on the internal analytical quality control measures implemented by Actlabs, ALS, BIGS, SGS, and TSL. In addition, Roxgold implemented external analytical control measures consisting of the use of control samples

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(blank, certified reference materials and duplicate samples) inserted in all sample batches submitted for assaying. Umpire check assaying has not been performed. Fifteen certified reference materials sourced from commercial suppliers were used. Mostly wash gravel was used as a field blank. Between October and November 2012, a pulverized blank from CDN Resource Laboratories Ltd. was also used as a blank for samples submitted to Actlabs. Field duplicates were used on core samples analyzed by Actlabs, ALS, BIGS, SGS Ouagadougou, and TSL. Prior to September 2012, duplicates consisted of crush rejects inserted by the preparation laboratory. The field duplicate procedure was changed and samples are now taken from quarter core. SRK Comments In the opinion of SRK, the sampling preparation, security, and analytical procedures used by Roxgold and Riverstone on core samples collected from the 55 Zone are consistent with generally accepted industry best practices and are, therefore, adequate. Data Verification Verifications by Roxgold The exploration work carried out on the 55 Zone was conducted by Roxgold personnel and qualified subcontractors. Roxgold implemented a series of routine verifications to ensure the collection of reliable exploration data. All work was conducted by appropriately qualified personnel under the supervision of qualified geologists. In the opinion of SRK, the field exploration procedures used by Roxgold are consistent with generally accepted industry best practices. The quality assurance and quality control program implemented by Roxgold is comprehensive and was supervised by adequately qualified personnel. The 55 Zone project database is maintained by subcontractor Rob Maynard of Taiga Consultants Ltd. (Taiga) of Calgary, Alberta. Exploration data were recorded digitally to minimize data entry errors. Core logging, surveying, and sampling were monitored by qualified geologists and verified routinely for consistency. Electronic data were captured and managed using an electronic database. Assay results were delivered by the primary laboratories electronically to Roxgold and Taiga. Analytical data were examined for consistency and completeness prior to being entered into the database. Sampling intervals that did not meet analytical quality control standards were re-assayed where necessary. Due to poor analytical quality control results, select intervals from 21 core boreholes originally assayed by BIGS and TSL in 2011 were re-assayed at Actlabs in Ouagadougou. A total of 246 samples from BIGS and 44 samples from TSL was re-analyzed by Actlabs. A suite of 175 pulps assayed at TSL were also submitted to ActLabs in Ancaster, Ontario for check assaying. The Actlabs results are in good agreement with the original results delivered by TSL (Analytical Solutions Inc., 2014). The database considered by SRK for the preparation of the geology and mineral resource model for the 55 Zone was also verified by Pierre Desautels of AGP for the preparation of the October 2013 technical report (AGP, 2013b). AGP verified all data entry for all samples assaying greater than 4.0 g/t gold. Two minor discrepancies were corrected, none within the mineralized envelopes.

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Roxgold also contracted Analytical Solutions Ltd. (Analytical Solutions) of Toronto, Ontario to review the analytical quality control data produced for the 55 Zone between February and November 2013 (Analytical Solutions Inc, 2013). The primary laboratory during this time period was Actlabs in Ouagadougou. After review, Analytical Solutions determined that there is no evidence of cross sample contamination. During that period, a total of 536 control samples was also analyzed. Only six failures were noted for which re-assays were requested. Analytical Solutions evaluated 124 quarter-core duplicate sample pairs during that time period and noted that there was no evidence of bias that could have been introduced by preferentially submitting a more mineralized half core for assaying. Site Visit In accordance with National Instrument 43-101 guidelines, several members of the SRK team visited the Yaramoko project to inspect the property, conduct field investigations and discuss with Roxgold site personnel. Verifications of Analytical Quality Control Data Roxgold provided SRK with external analytical control data containing the assay results for the quality control data produced by Roxgold during the core sampling program investigating the 55 Zone from August 2011 to August 2013. All data was provided in Microsoft Excel spreadsheets. SRK aggregated the assay results of the external analytical control samples for further analysis. Control samples (blanks and standards) were summarized on time series plots to highlight the performance of the control samples. Paired data (field and pulp duplicates and check assays) were analyzed using bias charts, quantile-quantile, and relative precision plots. In the opinion of SRK, the review of the analytical quality control data produced by Riverstone and Roxgold for samples submitted to Actlabs, ALS, SGS, BIGS, and TSL from August 2011 to August 2013 suggest that the analytical results delivered by the laboratories are sufficiently reliable for the purpose of mineral resource estimation. Overall, the results show no apparent analytical bias. Mineral Resource and Mineral Reserve Estimates The mineral resources were estimated in conformity with generally accepted CIM Estimation of Mineral Resource and Mineral Reserves Best Practices Guidelines and are reported in accordance with the Canadian Securities Administrators’ National Instrument 43-101. The mineral resources for the 55 Zone have been estimated using a geostatistical block modelling approach constrained by gold mineralization wireframes and informed from gold assay data collected from core boreholes. Resource domains were defined using a traditional wireframe approach from a sectional interpretation of the drilling data. The 55 Zone shear zone was modelled based on geology, avoiding grade bias, and was used as a broad domain to constrain mineral resources. The dilatational quartz vein zone containing the higher grade gold mineralization was defined as a sub- domain, inside the shear zone domain envelope and was used to constrain further the higher grade gold mineralization. It was modelled using implicit and explicit modelling. Its geometry is based on structural geology information defining the controls on the distribution of the dilatational structure.

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The spatial distribution of the gold mineralization was evaluated using variograms and correlograms of capped composite data as well as their normal score transform. Continuity directions were assessed based on the interpreted shallow plunge of the dilatation zones inside the shear zone as determined from structural geology investigations, the composites, and their spatial distribution. To account for the change in dip of the shear zone below the 4,850 elevation, the orientation of the search ellipses was adjusted. Estimation parameters consisted of ordinary kriging on four passes, with successive passes populating areas with less dense drilling, using relaxed parameters with generally larger search radii and less data requirements. The block model was classified on the basis of the confidence in the geological continuity of the mineralized structures, the quality and quantity of exploration data supporting the estimates, and the geostatistical confidence in the tonnage and grade estimates. SRK believes that most of the blocks inside the dilatational quartz vein zone and estimated during the first estimation pass can be classified in the Indicated category within the meaning of the CIM Definition Standards for Mineral Resources and Mineral Reserves. All other blocks were assigned an Inferred classification. The classification was manually adjusted to remove isolated blocks and delineate regular areas at the same classification. SRK considers it appropriate to report the 55 Zone mineral resources at a cut-off grade of 5.0 grams of gold per tonne (g/t gold). The mineral resource block model was used to estimate mineral reserves using modifying factors. Mining shapes were designed targeting the Indicated mineral resources only, using an in situ mining cut-off grade of 4.9 g/t gold based on a gold price of US$1,300 per ounce, an estimated site operating cost of $147 per tonne processed, and a metallurgical gold recovery of 96%. The mining shapes follow the hangingwall and footwall of the mineralized structure without attempting to trim off any areas below the cut-off grade. Mining recovery and dilution parameters are based on the selected mining method and geotechnical considerations. External dilution averages 20.5% with a grade averaging 1.34 g/t gold. Mining recoveries vary from 97% to 93%. The Mineral Resource and Mineral Reserve Statement for the 55 Zone is presented in Table 4. Table 4: Mineral Resource and Mineral Reserve Statement*, 55 Zone Gold Deposit, Yaramoko Project, Burkina Faso, SRK Consulting (Canada) Inc., April 22, 2014 Quantity Grade Contained Metal Category (000 Tonnes) Au (g/t) Au (000’ ounces) Mineral Reserves Proven - - - Probable 1,996 11.83 759 Proven and Probable 1,996 11.83 759 Mineral Resources Measured - - - Indicated 1,600 15.80 810 Measured + Indicated 1,600 15.80 810 Inferred 840 10.26 278 * 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. Mineral resources include mineral reserves. Underground mineral resources and mineral reserves are reported at a cut-off grade of 5.0 and 4.9 g/t gold, respectively; assuming: metal price of US$1,300 per ounce of gold, mining cost of US$94 per tonne, G&A cost of US$26 per tonne, processing cost of US$27 tonne, process recovery of 96%, exchange rate of C$1.00 equal US$1.00.

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Other than discussed in the Technical Report, SRK is not aware of any mining, metallurgical, infrastructure, permitting, and other relevant factors that could materially affect the mineral reserve estimate. SRK is not aware of any known environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors that could materially affect the mineral reserve estimates, other than discussed in the Technical Report. Mining Operations Mine Hydrogeology and Geotechnical A mine hydrogeology study was completed to support the design of a mine dewatering system. The mine dewatering system has been planned using the worst case estimated groundwater inflows of 50 l/s. The base case groundwater inflow is estimated at 20 l/s. SRK prepared a geotechnical assessment to support the mine plan based on core logging, geotechnical drilling, and rock strength testing and analysis. Comprehensive parameter evaluation, laboratory testing, and kinematic analyses have been conducted in support of underground mine design. Two geotechnical domains have been developed: the Weathered Rock and Fresh Rock domains. The in situ stresses at Yaramoko are not expected to be adverse based on the stable regional tectonic regime and shallow depth of planned mining (maximum 430 m below surface). The impact of the pre-mining stress field should be estimated during the early underground development phase, and designs adjusted if required. The rock mass conditions are conducive to open stoping mining methods. Based on a 17 m sublevel spacing, recommended maximum stope dimensions are 34 m high by 25 m long by the vein width. An upside potential exists for stopes up to 51 m high by 25 m long by vein width, with additional geotechnical and structural geology evaluation of on-ore excavations. Crown pillar assessments suggest a 10 m pillar thickness in the Fresh Rock domain, and a 20 m pillar thickness in the Weathered Rock domain meet a Class C crown pillar (FoS = 1.2, 2 to 5 year lifespan) requirement. Portal box cut excavation slope design parameters and ground support recommendations have been provided based on data collected by SRK and Knight Piésold in the vicinity of the proposed box- cut location. This will require additional site specific geotechnical data collection to finalize the design parameters. Underground Mining Longhole open stoping (including up hole retreat in certain areas) is the main mining method with a limited application of cut and fill for the crown pillar mining. All methods except up hole retreat will employ waste rock as backfill. The mine plan includes: 73% standard longhole stoping with down holes on 17 m sublevels and cemented rock fill (CRF), 21% longhole retreat using up holes, no backfill and recovery of sill areas between mining fronts, and 6% crown pillar mining, cut and fill followed by final up hole retreat. Six mining blocks are planned to provide sufficient independent mining fronts.

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Access to the underground mine will be by a dual ramp system, with a single portal located in fresh rock at the bottom of a planned 23 m deep box cut. Ramps are designed at -14.3% gradient with dimensions ranging from 5.3 m width by 5.8 m height to 5.0 m by 5.5 m depending on the planned air flows. Connections between the two ramps are planned as footwall drifts at elevations 5236, 5154, and 5072. The mine layout is based on 17 m sublevels. Standard longhole stopes will be two sublevels in height (34 m) and 25 m in strike length. The full vein width will be mined in one pass. Stope sequencing will generally be in a retreat along strike from vein extremities to access crosscuts. Ore and waste rock will be hauled to surface by 25-tonne capacity trucks loaded by load-haul-dump vehicles (LHDs). Ore will be stored in remuck bays along the ramps prior to truck haulage. LHDs will fill empty stopes with CRF prepared using development waste rock. The crown pillar mining late in the mine life will first employ cut and fill mining in order to advance to a suitable elevation for a final pass of up hole retreat open stoping. Up holes will be drilled up to the bedrock contact with overlying weathered material. Mining will be on retreat with remote mucking by LHDs. Ventilation requirements are estimated at 212 cubic metres per second (cms) or 450,000 cubic feet per minute (cfm) for a production rate of 750 tonnes per day (tpd). All of the intake will be through the main access ramp. Exhaust will be through the east and west return air raises, each sized at 3.0 m diameter. A main sump located on the 5072 elevation will pump dirty water to the surface through cased boreholes. Based on field test and modelling, SRK estimates the worst case peak water inflow to the mine to be at 50 l/s. Production Schedule The underground mine will be contractor operated from start up to Q2 2019, and owner operated from Q3 2019 to the end of mine life. Quarterly life-of-mine (LoM) development and production schedules were prepared. The underground mine pre-production period is defined as a 14-month period from November 1, 2014 (start of box cut excavation) to December 31, 2015. In Q1 2016, the average production rate will be 600 tpd, which is 80% of the designed underground mine capacity. The mining production period extends from January 1, 2016 to mid-April 2023 for 7.3 years. At full production the planned mining rate is 750 tpd or 273,750 tonnes per annum (tpa). Total lateral development advance rate reaches a peak of 20 metres per day in Q2 2016. The total material broken in each period reaches a peak rate of 1,727 tpd during Q2 2016. Definition drilling is required ahead of sill development to infill delineation of ore structure to an average of 25 by 25 m spacing. A surface waste rock stockpile will reach a size of 351,000 tonnes before being completely consumed as backfill. A surface waste rock quarry will supplement the backfill supply beginning in 2020.

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Recovery Methods The process flow diagram has been developed from the process design criteria prepared by Mintrex. The process plant is designed to have a throughput of 270,000 tpa. The plant will be constructed next to the underground portal to minimize truck haulage costs. The plant design proposed is simple but robust, and broadly comprises primary crushing, grinding with a single-stage SAG mill, gravity concentration, classification, leaching and adsorption, tailings thickening, electro-winning, and smelting. The single-stage SAG milling circuit was selected due to its capital cost and its flexibility in allowing for the possible future expansion of the circuit to a fine secondary or tertiary crushing circuit followed by ball milling. The plant design is a combination of the following circuits:  A crushing circuit with a throughput of 50 tonnes per hour (t/h) and availability of 70%, on a 24 hours per day operation;  Crushed product will report to an open stockpile with a live capacity of 810 tonnes. An underlying apron feeder and emergency vibrating feeder will provide ore feed directly to the milling circuit;  A milling circuit with a throughput of 33.75 t/h, operating at 91% availability, and aiming to achieve a design grind of 80% passing 90 micrometres (µm);  A gravity circuit on cyclone underflow consisting of two centrifugal concentrators and an intensive leach reactor for treatment of the gravity concentrate, treating 70% of the cyclone underflow;  A carbon-in-leach (CIL) circuit with one leach tank and five adsorption tanks, treating the cyclone overflow;  A metal recovery and refining circuit consisting of an elution circuit, electrowinning cells, and smelting; and  A tailings storage facility for tailings disposal. Water will be sourced primarily from a water storage facility and supplemented from the underground mining dewatering activities. The water storage dam will be adjacent to the tailings storage facility. The mineral processing and metallurgical testwork conducted on the 55 Zone gold deposit confirms the coarse free gold nature of the deposit. Gold extraction using gravity and leaching processes yields an excellent gold recovery. Mintrex believes that the designed process plant and recovery methods will achieve high gold recovery. The economic model is based an average gold recovery of 97% over the LoM at an average head grade of 12 g/t gold. Project Infrastructure Existing infrastructure and services in the Balé Province of Burkina Faso that are suitable to support the Yaramoko project are limited. Current infrastructure in the area supports solely the local subsistence, small-scale agricultural practices, and artisanal mining. The proposed infrastructure to support the project consists of a process plant, a mine service area consisting of offices, workshops, and a warehouse, a tailings storage facility, a water storage facility, sediment control structures, mine access and haulage roads, and an accommodation camp.

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The project will be connected to the electricity grid in Burkina Faso by teeing into the existing 90kV powerline from the Pa substation to the Mana mine site. Until connection is established, the site will operate on diesel generators. In the event of a power outage, an allowance has been made for a generator at the plant and one at the accommodation camp. The plant emergency generator is sized to operate drives that are deemed critical. Market Studies and Contracts Roxgold has not conducted a market study in relation to the gold doré which may be produced by the Yaramoko project. Gold is a freely traded commodity on the world market for which there is a steady demand from numerous buyers. There are no refining agreements or sales contracts currently in place. Environmental Studies, Permitting, and Social or Community Impact The primary environmental approval required to develop the Yaramoko project is an Avis de Conformité et de Faisabilité Environmentale. Roxgold contracted the BEGE to undertake baseline studies in 2012 and 2013 and compile the ESIA required to obtain the Avis. The ESIA was submitted on May 6, 2014 and it is currently undergoing the prescribed government review process. The ESIA identifies the potential social and environmental impacts of the development of the project and proposed mitigation measures. The main environmental issues identified concern water quality due to seepage or runoff from mine infrastructure; reduced groundwater supply due to the impact of a drawdown cone; and dust from waste rock dumps and the tailings storage facility. The main social issues identified concern livelihood changes due to the loss of farmland and income from artisanal mining; and potential unrealistic expectations of the project’s positive impact on local communities. Roxgold conducted meetings with the traditional landowners to present the project timeline with respect to the land acquisition and compensation mechanism. The project does not require physical displacement of people aside from the artisanal miners, for whom Roxgold has developed a standalone management plan. Roxgold anticipates the artisanal miners will leave the site because near surface gold mineralization available to artisanal miners is depleted making this activity progressively less profitable. Artisanal miners are expected to relocate to other artisanal mining sites in the region (as observed on site over the last year). The conceptual closure plan assumes the preferred final post-closure land use will be a savannah landscape commensurate with the existing small-scale agriculture and livestock grazing land uses. The plan assumes no salvage value. The mine areas will be reclaimed to a safe and environmentally sound condition consistent with closure commitments developed during the life of the project. Capital and Operating Costs Capital and operating costs are presented in US dollars as at the first quarter of 2014 (1Q14). The total capital cost estimate is $176.3 million, comprised of $106.5 million in pre-production capital and $69.8 million in sustaining capital. Capital cost estimates were prepared to an accuracy level of +/- 15 %. The capital cost estimates include an overall contingency rate of 8% ($8.7

- 28 - million). Cost estimates for the underground mine are based on contractor operation from start up to Q2 2019, and owner operation from Q3 2019 to the end of mine life. On site operating costs averaging $140 per tonne processed are estimated for the period from January 1, 2016 through to mid-April 2023. The operating cost estimates are based on diesel fuel at $1.58/L ($5.98/US gallon) and electrical power at $0.17/kWh. Economic Analysis The Yaramoko project has been evaluated on a discounted cash flow basis. The cash flow analysis was prepared on a constant 2014 US dollar basis. No inflation or escalation of revenue or costs has been incorporated. The proposed Yaramoko project is economically very robust. The pre-tax present value of the net cash flow with a 5% discount rate (PVNCF5%) is $300 million using a base gold price of $1,300/oz. Project post-tax PVNCF5% at a $1,300 gold price is $250 million on an all equity basis. The internal rates of return (IRR) are respectively 53.7% pre-tax and 48.4% post-tax. The government of Burkina Faso is entitled to a 10% interest in the project. The economic analysis assumes that Roxgold will provide all development funding via loans to the mine operating entity, which will be paid back with interest from future gold sales. On this basis, Roxgold’s 90% interest in the project is expected to provide a PVNCF5% of $232 million and an IRR of 48.3% at a gold price of $1,300 per ounce ($1,300/oz). Payback period is expected to be less than two years at a gold price of $1,300/oz. Payback period is defined as the time after process plant start-up that is required to recover the initial expenditures incurred. The key economic indicators of PVNCF5% and IRR are most sensitive to changes in gold price. A $100/oz change in the gold price would change Roxgold’s PVNCF5% by $32 million, and change the IRR by 6%. The project is slightly more sensitive to changes in operating costs than to capital costs. This is attributed to the fact that total base case operating costs excluding royalties are about 1.6 times total capital costs. Of the parameters examined the project is least sensitive to changes in the diesel fuel price and electricity price. These two components each represent less than 10 % of base case operating costs. The IRR is more sensitive to changes in project capital costs, which are weighted heavily at the front-end of the project, than to operating costs. Exploration and Development Exploration activities remain ongoing on the Yaramoko concession and include field mapping, regional augering, trenching of soil geochemistry anomalies and structural targets as well as reverse-circulation drilling and diamond drilling on a number of targets outside of the immediate vicinity of the 55 Zone. These targets include Bagassi South, Haho, 109 Zone, Yaro and the Boni Shear Zone. Bissa West Property

The Bissa West property (Bouboulou permit) covers approximately 3,830 hectares (38.3 square kilometres) in the Province of Passoré in central Burkina Faso. The property is located approximately 75 kilometres northwest of the capital city of Ouagadougou. Previous operators

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BHP, Boliden and Orezone conducted regional soil geochemistry, mapping, RAB drilling and airborne magnetic and electro-magnetic surveys on the property and identified a large potential gold zone.

Roxgold does not currently have any work programs planned at Bissa West during 2014 and is considering its options for the property. The Company recorded a write-down of $9,909,334 in acquisition, exploration and evaluation expenditures on the Bissa West property during the year ended December 31, 2012.

Solna Properties

The Solna properties comprised three large contiguous permits; Solna, Teyango and Yantara, in total covering approximately 37,300 hectares (373 square kilometres) in the Province of Yagha in eastern Burkina Faso. The property is located approximately 375 kilometres east of the capital city of Ouagadougou.

The Company does not have any work programs planned during 2014 for the Solna properties. The Company recorded a $4,940,702 write-down of acquisition, exploration and evaluation expenditures on the Solna properties during the year ended December 31, 2012.

RISK FACTORS Set forth below is a summary of the principal risk factors that apply to the Company and its operations, which could have a material adverse impact upon the Company, and the trading price of the Common Shares. The following risk factors could also cause future events to differ materially from the estimates described in forward-looking information relating to the Company. Mineral Exploration, Development and Operating Risks Mineral exploration is highly speculative in nature, generally involves a high degree of risk and frequently is non-productive. The Yaramoko property is in the exploration stage, and there is no assurance that exploration efforts will be successful or that expenditures to be made by the Company will result in discoveries of commercial quantities of minerals or profitable commercial mining operations. Resource acquisition, exploration, development, and operation involves significant financial and other risks over an extended period of time, which even a combination of careful evaluation, experience, and knowledge may not eliminate. Significant expenses are required to locate and establish economically viable mineral deposits, to acquire equipment, and to fund construction, exploration and related operations, and few mining properties that are explored are ultimately developed into producing mines. Success in establishing an economically viable project is the result of a number of factors, including the quantity and quality of minerals discovered, proximity to infrastructure, metal and mineral prices which are highly cyclical, costs and efficiencies of the recovery methods that can be employed, the quality of management, available technical expertise, taxes, royalties, environmental matters, government regulation (including land tenure, land use and import/export regulations) and other factors. Even in the event that mineralization is discovered on a given property, it may take several years in the initial phases of drilling until production is possible, during which time the economic feasibility of production may change as a result of such factors.

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The effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on its invested capital, and no assurance can be given that any exploration program of the Company will result in the establishment or expansion of resources or reserves. The Company’s operations are subject to all the hazards and risks normally encountered in the exploration, development and production of gold and other minerals, including hazards relating to the discharge of pollutants or hazardous chemicals, changes in anticipated grade and tonnage of ore, unusual or unexpected adverse geological or geotechnical formations, unusual or unexpected adverse operating conditions, slope failures, rock bursts, cave-ins, seismic activity, the failure of pit walls, pillars or dams, fire, explosions and natural phenomena and 'acts of God' such as inclement weather conditions, floods, earthquakes or other conditions, any of which could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, damage to property, environmental damage, unexpected delays, monetary payments and possible legal liability, which could have a material adverse impact upon the Company. In addition, any future mining operations will be subject to the risks inherent in mining, including adverse fluctuations in fuel prices, commodity prices, exchange rates and metal prices, increases in the costs of constructing and operating mining and processing facilities, availability of energy and water supplies, access and transportation costs, delays and repair costs resulting from equipment failure, changes in the regulatory environment, and industrial accidents and labour actions or unrest. The occurrence of any of these risks could materially and adversely affect the development of a project or the operations of a facility, which could have a material adverse impact upon the Company. Uncertainty of Mineral Resource Estimates Although the Company has carefully prepared its mineral resource figures with the assistance of independent experts, such figures are estimates only and no assurance can be given that the indicated tonnages and grade will be achieved or that the indicated level of recovery will be realized. There is significant uncertainty in any mineral resource estimate, and the actual deposits encountered and the economic viability of, and returns from, mining a deposit may differ materially from estimates disclosed by the Company. The estimating of mineral resources is a subjective process and the accuracy of mineral resource estimates is a function of the quantity and quality of available data, the accuracy of statistical computations, and the assumptions used and judgments made in interpreting engineering and geological information. Estimated mineral resources may also require downward revisions based on changes in metal prices, changes in assumptions regarding size, grade and/or estimated recovery rates, further exploration or development activity, increased production costs or actual production experience, which could require material write downs in investment in the affected property and increased amortization, reclamation and closure charges. Any future changes in assumptions regarding commodity prices, operating costs and exchange rates may also render certain mineral resources uneconomic to mine and result in a significant reduction in the reported mineral resources. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Currently, the Company has established the presence of probable mineral reserves at on it Yaramoko property. Due to the uncertainty which may attach to mineral resources, there is no assurance that any or all of the currently identified indicated mineral resources will be upgraded to measured mineral resources and proven mineral reserve as a result of continued exploration.

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Uncertainties and Risks Relating to Feasibility Studies Feasibility studies are used to determine the economic viability of a deposit, as are pre-feasibility studies and preliminary assessments. Feasibility studies are the most detailed and reflect a higher level of confidence in the reported capital and operating costs. Generally accepted levels of confidence are plus or minus 15% for feasibility studies, plus or minus 25-30% for pre-feasibility studies and plus or minus 35- 40% for preliminary assessments.

There is no certainty that the Technical Report will be realized. While the Technical Report is based on the best information available to the Company, it cannot be certain that actual costs will not significantly exceed the estimated cost. While the Company incorporates what it believes is an appropriate contingency factor in cost estimates to account for this uncertainty, there can be no assurance that the contingency factor is adequate. Many factors are involved in the determination of the economic viability of a mineral deposit, including the achievement of satisfactory mineral reserve estimates, the level of estimated metallurgical recoveries, capital and operating cost estimates and estimates of future metal prices. Resource estimates are based on the assay results of many intervals from many drill holes and the interpolation of those results between holes and may also be materially affected by metallurgical, environmental, permitting, legal title, socio- economic factors, marketing, political and other factors. In addition, development of a mining operation at the Yaramoko property is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, access to the required level of funding and contracting risk from third parties providing essential services. If a mine is developed, actual operating results may differ from those anticipated in the Technical Report. If the Company commences production, its operations may be disrupted by a variety of risks and hazards which are beyond its control, including environmental hazards, industrial accidents, technical failures, labour disputes, unusual or unexpected rock formations, flooding and extended interruptions due to inclement or hazardous weather conditions and fires, explosions or accidents. There is no certainty that metallurgical recoveries obtained in bench scale or pilot plant scale tests will be achieved in commercial operations. Capital and operating cost estimates are based upon many factors, including anticipated tonnage and grades of ore to be mined and processed, the configuration of the ore body, ground and mining conditions, expected recovery rates of the metals from the ore and anticipated environmental and regulatory compliance costs. Each of these factors involves uncertainties, and as a result, the Company cannot give any assurance that the Technical Report results will not be subject to change and revisions. In addition, no assurance can be given that the Company will achieve commercial viability through the development or mining of its projects and treatment of ore. No Revenue From Operations The Company has not previously generated revenues from operations and its mineral projects are at an early stage. Therefore, it is subject to many risks common to comparable companies,

- 32 - including under-capitalization, cash shortages and limitations with respect to personnel, financial and other resources as well as a lack of revenues. The Company has historically incurred significant losses as it has no sources of revenue (other than interest income), and has significant cash requirements to meet its exploration commitments, administrative overhead and maintain its mineral interests. The Company expects to continue to incur net losses unless or until one or more of its properties enters into commercial production and generates sufficient revenue to fund continuing operations. There can be no assurance that current exploration programs will result in the discovery of commercial deposits or, ultimately, in profitable mining operations. See also “Liquidity/Financing Risk” below. Liquidity / Financing Risk The Company has no source of operating cash flow and will need to raise additional funding in the future through the sale of equity or debt securities or by optioning or selling its properties. No assurance can be given that additional funding will be available for further exploration and development of the Company’s properties when required, upon terms acceptable to the Company or at all. Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration and development of its properties, or even a loss of property interest, which would have a material adverse impact upon the Company. Current Economic Conditions There are significant uncertainties regarding the price of precious metals and the availability of equity financing for the purposes of mineral exploration and development. The Company’s future performance is largely tied to the development of its current portfolio of mineral properties and the commodity and financial markets. Financial markets are likely to continue to be volatile, potentially through the balance of 2014 and beyond, reflecting ongoing concerns about the stability of the global economy and weakening global growth prospects. Continued uncertainty in the credit markets has also led to increased difficulties in financing activities. As a result, the Company may have difficulty raising financing for the purposes of mineral exploration and development, and, if obtained, on terms favourable to the Company and/or without excessively diluting its current shareholders. These economic trends may limit the Company’s ability to develop and/or further explore the mineral properties in which it has an interest. If these increased levels of volatility and market turmoil continue, the Company’s operations could also be adversely impacted and the value and the price of its Common Shares and other securities could be adversely affected. Risks of Operating in Burkina Faso The Company’s projects in Burkina Faso are subject to the risks of operating in foreign countries, including political and economic considerations such as civil and tribal unrest, war (including in neighbouring countries), terrorist actions, criminal activity, nationalization, invalidation of governmental orders, failure to enforce existing laws, labour disputes, corruption, sovereign risk, political instability, the failure of foreign parties, courts or governments to honour or enforce contractual relations or uphold property rights, changing government regulations with respect to mining (including royalties, environmental requirements, labour, taxation, land tenure, foreign investments, income repatriation and capital recovery), fluctuations in currency exchange and inflation rates, import and export restrictions, challenges to the Company’s title to properties or mineral rights, problems or delays renewing licenses and permits, opposition to mining from local, environmental or other non-governmental organizations, increased financing costs, instability due

- 33 - to economic under-development, inadequate infrastructure, and the expropriation of property interests, as well as by laws and policies of Canada affecting foreign trade, investment and taxation. As African governments continue to struggle with deficits and depressed economies, the strength of commodity prices has resulted in the gold mining sector being targeted as a source of revenue. Governments are continually assessing the terms for a mining company to exploit resources in their country. In this regard, Burkina Faso has recently introduced proposed changes to its mining legislation that includes changes affecting taxation, licensing, requirements for employments of local personnel or contractors and other benefits to be provided to local residents. If translated into applicable law, the trend in resource nationalism could have a material adverse impact upon the Company. See also “Description of Business – Foreign Operations”. In addition, the enforcement by the Company of its legal rights to exploit its properties or to utilize its permits and licenses may not be recognized by the court systems in Burkina Faso, although in certain circumstances the Company and State may agree to submit their dispute to an international court of arbitration. Burkina Faso’s status as a developing country may also make it more difficult for the Company to obtain required financing for its projects. Furthermore, the Company requires consultants and employees to work in Burkina Faso to carry out its planned exploration and development programs. It may be difficult from time to time to find or hire qualified people in the mineral exploration industry who are situated in Burkina Faso, or to obtain all of the necessary services or expertise in Burkina Faso, or to conduct operations on its projects at reasonable rates. If qualified people and services or expertise cannot be obtained in Burkina Faso, the Company may need to seek and obtain those services from service providers located outside of Burkina Faso which could result in delays and higher costs to the Company. Any of the above events could delay or prevent the Company from exploring or developing its properties even if economic quantities of minerals are found, and could have a material adverse impact upon the Company’s foreign operations. Currency Risk By virtue of the location of its operations and exploration activities, the Company incurs costs and expenses in a number of currencies other than the Canadian dollar. The Company has historically raised and expects to continue to raise capital through equity financings principally in Canadian dollars, while the majority of its operating and capital costs are incurred in CFA francs (Burkina Faso), giving rise to potential significant foreign currency translation and transaction exposure which could have a material adverse impact upon the Company. Government Regulation The mineral exploration and development activities undertaken by the Company are subject to laws and regulations governing health and worker safety, employment standards, exports, price controls, taxation, waste disposal, management and use of toxic substances and explosives, protection of the environment, mine development and production, protection of endangered and protected species, reclamation, historic and cultural preservation and other matters. Exploration and development activities may also be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on future exploration and production, price controls, royalties, export controls, currency availability, foreign exchange controls, income taxes, delays in obtaining or the inability to obtain necessary permits, opposition to mining from environmental

- 34 - and other non-governmental organizations, limitations on foreign ownership, expropriation of property, ownership of assets, environmental legislation, labour relations, limitations on repatriation of income and return of capital, limitations on mineral exports, high rates of inflation, increased financing costs, and site safety. Failure to comply with applicable laws, regulations and permits, even if inadvertent, may result in enforcement actions thereunder, including the forfeiture of claims, orders by regulatory or judicial authorities requiring operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or costly remedial actions, which could have a material adverse impact upon the Company. The Company may be required to compensate those suffering loss or damage by reason of its activities and may have civil or criminal fines or penalties imposed for violations of such laws, regulations and permits, which could have a material adverse impact upon the Company. In addition, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail development or future potential production. Amendments to current laws and regulations governing operations and activities of mining and milling or more stringent implementation thereof could have a substantial adverse impact on the Company, and could prevent or materially delay or restrict the Company from proceeding with the development of an exploration project. Permitting and License Risks The Company’s operations are subject to receiving and maintaining permits from appropriate governmental authorities for various aspects of exploration and mine development. The Company’s exploration permits have defined lifespans and will need to be renewed or converted to exploitation permits in due course as required. See “Description of Business – Foreign Operations”. There is no assurance that all necessary permits for future operation, or renewals of such permits, will be available on a timely basis or at all. Failure to obtain new licenses and permits or successfully renew or maintain current ones could have a material adverse impact upon the Company. Title Risks Although the Company has obtained title opinions with respect to its property interests in Burkina Faso, there can be no assurance that there are no prior unregistered agreements, claims or defects that may result in the Company’s title to its properties being challenged. A successful challenge to the precise area and location of these claims could result in the Company being unable to operate on its properties as anticipated or being unable to enforce its rights with respect to its properties which could have a material adverse impact upon the Company. Commodities The Company’s operations are or will in future be dependent on various commodities (such as diesel fuel, electricity, steel, concrete and cyanide) and equipment to conduct operations. Market prices of commodities and equipment can be subject to volatile price movements, occur over short periods of time and are affected by factors that are beyond the control of the Company. The shortage of such commodities and equipment or any significant increase of their cost could have a

- 35 - material adverse impact upon the Company’s ability to carry out its operations, and could affect the economic viability of the Company’s projects. Environmental Risks and Hazards All phases of the Company’s operations are subject to environmental regulation in the jurisdictions in which it operates, including regulations which mandate, among other things, the maintenance of air and water quality standards, land reclamation, management of waste and hazardous substances, protection of natural resources, and antiquities and endangered species. Laws and regulations involving the protection and remediation of the environment are constantly changing and are generally becoming more restrictive, with the trend towards stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and increasing responsibility for companies and their officers, directors and employees. Compliance with environmental laws and regulations may require significant capital outlays on behalf of the Company and may cause material changes or delays in the Company’s intended activities. In addition, there is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations. Environmental hazards may exist on the properties in which the Company holds interests from time to time which are unknown to the Company and which have been caused by previous or existing owners or operators of the properties. Such hazards, if they exist, may result in additional costs to the Company, and/or may result in planned exploration, production or development activities being curtailed or postponed. Failure to comply with applicable environmental laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the activities and may have civil or criminal fines or penalties imposed for violations of applicable environmental laws or regulations. Amendments to current environmental laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material adverse impact upon the Company and cause increases in exploration expenses or capital expenditures or require abandonment or delays in development of new properties. Internal Controls and Procedures Management of the Company has established processes to provide them with sufficient knowledge to support representations that they have exercised reasonable diligence to ensure that (i) the financial statements of the Company do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented thereby, and (ii) the financial statements of the Company fairly present in all material respects the financial condition, results of operations and cash flow of the Company, as of the date of and for the periods presented. However, as a venture issuer, the certifying officers of the Company filing such financial statements do not make any representations relating to the establishment and maintenance of:

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(i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and (ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the Company’s accounting principles. The Company’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in the certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis disclosure controls and procedures, and internal controls over financial reporting, may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. Access, Supplies and Infrastructure Mining, development and exploration activities depend on access and adequate infrastructure, including reliable roads, bridges, power sources and water supply. The Company’s property interests are located in remote, undeveloped areas and the availability of infrastructure such as surface access, skilled labour, fuel and power at an economic cost cannot be assured. Inadequate infrastructure, unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s operations, financial condition and results of operations. In addition, climate changes or prolonged periods of inclement weather in Burkina Faso may severely limit the length of time per year in which exploration, development and production can be carried out, which could have a material adverse impact upon the Company. Insurance and Uninsured Risks The Company currently maintains insurance to protect it against certain risks related to its current operations in amounts that it believes are reasonable. However, the Company is unable to maintain insurance to cover all risks at economically feasible premiums, and in certain cases, insurance coverage may not be available or may not be adequate to cover any resulting liability (such as matters relating to environmental pollution). Accordingly, insurance maintained by the Company does not cover all of the potential risks associated with its operations. In addition, no assurance can be given that the current insurance maintained by the Company will continue to be available at economically feasible premiums or that it will provide sufficient coverage for any future losses. Should liabilities arise as a result of insufficient or non-existent insurance, any future profitability could be reduced or eliminated, and delays, increases in costs and legal liability could result, each of which could have a material adverse impact upon the Company. Competitive Conditions There is aggressive competition within the mineral exploration and mining industry for the discovery and acquisition of properties considered to have commercial potential, and for management and technical personnel. The Company’s ability to acquire projects in the future is

- 37 - highly dependent on its ability to operate and develop its current assets and its ability to obtain or generate the necessary financial resources. The Company will compete with other parties in each of these respects, many of which have greater financial resources than the Company. Accordingly, there can be no assurance that any of the Company’s future acquisition efforts will be successful, or that it will be able to attract and retain required personnel. Any such failure t could have a material adverse impact upon the Company. Dilution and Future Sales The Company may from time to time undertake offerings of its Common Shares or of securities convertible into Common Shares, and may also enter into acquisition agreements under which it may issue Common Shares in satisfaction of certain required payments. The increase in the number of Common Shares issued and outstanding and the prospect of the issuance of Common Shares upon conversion of convertible securities may have a depressive effect on the price of Common Shares. In addition, as a result of such additional Common Shares, the voting power and equity interests of the Company’s existing shareholders will be diluted. In addition, sales of a large number of Common Shares in the public markets, or the potential for such sales, could decrease the trading price of the Common Shares and could impair the Company’s ability to raise capital through future sales of Common Shares. Artisanal Miners The Company’s property interests are held in areas of Burkina Faso that have historically been mined by artisanal miners. As the Company further explores and advances it projects, it may be required to require the removal of any artisanal miners operating on its properties. There is a risk that such artisanal miners may oppose the Company’s operations, which may result in a disruption to any planned development and/or mining and processing operations. In addition, artisanal miners have historically used chemicals that are harmful to the environment to separate the precious metals for the ore. There can be no assurance that the Company will not be subject to environmental liabilities resulting from such operations in the future, which could have a material adverse impact on the Company. In addition, artisanal work practises are often unsafe and accidents and/or incidents have occurred on the Company’s property, and there is an added reputational risk that third parties may wish to link the activities of the artisanal miners to that of the Company in the event of accidents or incidents, which could have a material adverse impact on the Company. Safety and Security The Company’s property interests are located in Burkina Faso. Criminal activities in the region, or the perception that activities are likely, may disrupt the Company’s operations, hamper the Company’s ability to hire and keep qualified personnel and impair the Company’s access to sources of capital. Risks associated with conducting business in the region include risks related to personnel safety and asset security. Risks may include, but are not limited to: kidnappings of employees and contractors, exposure of employees and contractors to local crime related activity and disturbances, exposure of employees and contractors to drug trade activity, and damage or theft of Company or personal assets including any future gold shipments. These risks may result in serious adverse consequences including personal injuries or death, property damage or theft, limiting or disrupting operations, restricting the movement of funds, impairing contractual rights

- 38 - and causing the Company to shut down operations, all of which may expose the Company to costs as well as potential liability. Such events could have a material adverse impact on the Company and make it more difficult for the Company to obtain required financing. Although the Company has developed procedures regarding these risks, due to the unpredictable nature of criminal activities, there is no assurance that the Company’s efforts are able to effectively mitigate risks and safeguard personnel and Company property effectively. Market Price of Common Shares Securities of various publicly-listed companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. The market price of the Common Shares could fluctuate significantly, and at any given point in time may not accurately reflect the Company’s long-term value. In addition to the other risk factors outlined in this AIF, any such fluctuation in the market price of the Common Shares may be based upon the Company’s operating performance and the performance of other similar companies; applicable commodity prices; political and/or economic upheaval in Burkina Faso; the extent and content of any analytical coverage; changes in general economic conditions; acquisitions, strategic alliances or joint ventures involving the Company or its competitors; and trading volume. In addition, the market price of the Common Shares is affected by many variables not directly related to the Company’s success and is therefore not within the Company’s control, including other developments that affect the market for all resource sector shares, the breadth of the public market for the Company’s shares and the attractiveness of alternative investments. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources. Commodity Prices The price of the Common Shares, and the Company’s profitability, financial results and exploration and development activities may in the future be significantly adversely affected by declines in the price of precious metals. Precious metal prices fluctuate on a daily basis and are affected by a number of factors beyond the control of the Company, including the US dollar and other foreign currency exchange rates, central bank and financial institution lending and sales, producer hedging activities, global and regional supply and demand, production costs, confidence in the global monetary system, expectations of the future rate of inflation, the availability and attractiveness of alternative investment vehicles, interest rates, terrorism and war, and other global or regional political or economic events or conditions. The price of gold has fluctuated widely in recent years, and future trends cannot be predicted with any degree of certainty. In addition to adversely affecting the Company’s financial condition and exploration and development activities, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project, as well as have an impact on the perceptions of investors with respect to gold equities, and therefore, the ability of the Company to raise capital. A sustained, significant decline in the price of gold could also cause development of any properties in which the Company may hold an interest from time to time to be impracticable. Future production from the Company’s future properties, if any, will be dependent upon, among

- 39 - other things, the price of gold being adequate to make these properties economic. There can be no assurance that the market price of gold will remain at current levels, that such price will increase or that market prices will not fall. Community Relations Mineral resources companies face increasing public scrutiny of their activities, and are under pressure to demonstrate that their operations have potential to generate satisfactory returns not only to their shareholders, but also to benefit local governments and the communities surrounding its properties where it operates. The potential consequences of these pressures include reputational damages, lawsuits, increasing social investment obligations and pressure to increase taxes and future royalties payable to local governments and surrounding communities. As a result of these considerations, the Company may incur increased costs and delays in permitting and other operational matters with respect to its property interests in Burkina Faso. Potential Conflicts of Interest Certain of the Company’s directors and officers may serve as directors and/or officers of, or may have significant shareholdings in, other issuers in the mineral resource and/or mining industry form time to time. These associations may give rise to conflicts of interest, in which event the procedures established in the Business Corporations Act (British Columbia) mandate the full disclosure of any conflict of interest to the Company’s board of directors, and require the interested party to refrain from voting on such matter. Dependence on Management and Key Personnel The Company is dependent on the services of key executives, including a small number of highly skilled and experienced executives and personnel. The Company’s development to date has largely depended, and in the future will continue to depend, on the efforts of key management and other key personnel to develop its projects. Loss of any of these people, particularly to competitors, could have a material adverse impact upon the Company. DIVIDENDS The Company has never declared or paid cash dividends on its Common Shares. Any future dividend payment will be made at the discretion of the board of directors, and will depend on the Company’s financial needs to fund its planned programs and its future growth, and any other factor that the board deems necessary to consider in the circumstances.

DESCRIPTION OF CAPITAL STRUCTURE

The Company is authorized to issue an unlimited number of Common Shares, of which as at December 31, 2013, there were 185,902,698 issued and outstanding Common Shares. There are currently 235,782,698 common shares outstanding following the March 25, 2014 Bought Deal offering. Holders of Common Shares are entitled to receive notice of any meetings of the holders of Common Shares, and to attend and to cast one (1) vote per common share held at all such meetings. Holders of Common Shares do not have cumulative voting rights with respect to the election of directors and, accordingly, holders of a majority of the Common Shares entitled to vote in any

- 40 - election of directors may elect all directors standing for election. Holders of Common Shares are entitled to receive on a pro rata basis such dividends, if any, as and when declared by the Company’s board of directors at its discretion from funds legally available therefor, and upon the liquidation, dissolution or winding up of the Company are entitled to receive on a pro rata basis the net assets of the Company after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority to or on a pro rata basis with the holders of Common Shares with respect to dividends or liquidation. The Common Shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions. MARKET FOR SECURITIES The Common Shares are listed and traded on the TSXV under the symbol “ROG”. The following table indicates the high and low values and volume with respect to trading activity for the Common Shares on the TSXV on a monthly basis during the fiscal year ended December 31, 2013.

Date High Low Volume December 2013 0.50 0.41 2,728,477 November 2013 0.61 0.38 3,743,977 October 2013 0.71 0.52 3,158,622 September 2013 0.76 0.55 8,215,430 August 2013 0.74 0.42 6,704,935 July 2013 0.48 0.365 2,529,712 June 2013 0.54 0.36 3,775,779 May 2013 0.58 0.44 5,088,183 April 2013 0.69 0.43 5,613,051 March 2013 0.68 0.43 8,570,989 February 2013 0.70 0.455 3,710,924 January 2013 0.80 0.67 9,776,827

DIRECTORS AND OFFICERS The following table sets forth the name and province and country of residence of each director and executive officer of the Company as of July 2, 2014, as well as such individual’s position with the Company, principal occupation within the five preceding years and period of service as a director (if applicable). Each of the directors of the Company will hold office until the next annual meeting of shareholders and until such director’s successor is elected and qualified, or until the director’s earlier death, resignation or removal. As of June 20, 2014, an aggregate of 12,899,851 Common Shares (representing approximately 5.47% of all issued and outstanding Common Shares as of July 2, 2014) are beneficially owned or controlled or directed (directly or indirectly) by all of the directors and executive officers of the Company, as a group(1).

- 41 -

Oliver Lennox-King - Occupation, Business or Employment Director Ontario, Canada Mr. Lennox-King served as a director of Teranga Gold Corporation (“Teranga”) from 2010 to 2013, and also formerly served as the Executive Chairman of XDM, Chairman and Independent Director a private mineral exploration and development company, from 2011 until its acquisition by the Company in 2013. From 2003 until April, 2011, Mr. Lennox- King served as the Non-Executive Chairman of the Board of Fronteer Gold Inc. until it was acquired by Newmont Mining Corporation. Until the initial public Principal Occupation: offering of Teranga, Mr. Lennox-King served on the board of Mineral Deposits Limited (“MDL”), but did not stand for re-election at the November 2010 Special and Annual General Meeting of MDL. Mr. Lennox-King has over 30 years of Corporate Director experience in the mineral resource industry and has a wide range of experience in financing, research and marketing. He has spent the last 17 years in executive positions and directorships with junior mining companies. He was instrumental in the formation of Southern Cross Resources Inc. in 1997. Mr. Lennox-King was Shares 7,439,708 formerly President of Tiomin Resources Inc. from 1992 to 1997. From 1980 to 1992, he was a mining analyst in the Canadian investment industry. From 1972 to Stock Options Nil 1980, he worked in metal marketing and administrative positions at Noranda Inc. and Sherritt Gordon Ltd. Mr. Lennox-King graduated with a bachelor of commerce DSUs 245,902 from the University of Auckland, New Zealand.

Board and Committees Date Joined as a Director Board of Directors September 25, 2012

Corporate Governance and Nominating October 4, 2012

John Dorward - Director Occupation, Business or Employment Ontario, Canada Mr. Dorward has 18 years of experience in the mining and finance industries. Mr. Dorward most recently served as Vice-President - Business Development at President, Chief Executive Officer Fronteer Gold Inc., and was an integral part of the team that sold the large and Director Michelin uranium deposit, acquired AuEX Ventures Inc. and successfully advanced Fronteer's properties prior to its sale to Newmont Mining Corporation for $2.3 billion in 2011. Prior to his role at Fronteer, Mr. Dorward was the CFO of Mineral Deposits Limited from 2006 to 2009, where he was responsible for financing the construction of the Sabodala Gold Project in Senegal, West Africa. Principal Occupation Mr. Dorward was previously CFO at Leviathan Resources Limited, an ASX-listed gold producer, prior to its acquisition in 2006. Prior to Leviathan Resources, Mr. President and Chief Executive Dorward was a senior executive at MPI Mines Limited, an ASX listed gold and Officer, Roxgold Inc. nickel producer, prior to its acquisition by Lionore Mining Limited. Mr. Dorward is currently a non-executive director of Pilot Gold Inc. and Navarre Minerals Shares 637,500 Limited, an ASX-listed explorer.

Stock Options 925,000

RSUs 1,150,000

Board and Committees Date Joined as a Director Board of Directors December 18, 2012

Health, Safety, Sustainability and October 4, 2012 Technical

- 42 -

Richard Colterjohn - Occupation, Business or Employment Director Ontario, Canada Mr. Colterjohn, B. Comm., MBA, has been a Managing Partner of Glencoban Capital Management Inc., a merchant banking firm, since 2002. He has over 20 Independent Director years of involvement in the mining sector, as an investment banker, director and operator. Prior to co-founding Glencoban Capital, he served as a Managing Director at UBS Bunting Warburg from 1992 to 2002, where he was Head of Mining Sector investment banking activities in Canada. In 2004, he founded Centenario Copper Corporation and served as the President and CEO and a Principal Occupation: director, until the sale of the company in 2009. Mr. Colterjohn has served on the boards of six additional publicly traded mining companies, including: Canico Managing Partner, Glencoban Resource Corp (2003 to 2005); Cumberland Resources Ltd. (2003 to 2007); Capital Management Inc. Viceroy Exploration Ltd. (2004 to 2006); Explorator Resources Ltd. (2009 to 2011); MAG Silver Corp. (2007 to present); and AuRico Gold Inc. (2010 to present).

Shares 3,757,143

Stock Options Nil

DSUs 271,461

Board and Committees Date Joined as a Director Board of Directors September 25, 2012

Audit September 25, 2012

Compensation (Chairman) September 25, 2012

John L. Knowles - Director Occupation, Business or Employment Manitoba, Canada Mr. Knowles has over 25 years of experience in senior roles in Canada and overseas with Canadian and international resource companies including several Independent Director years in Ghana, West Africa as finance director with a private gold mining company. Since 2007 he has been President and CEO of Wildcat Exploration Ltd., a mineral exploration company, prior to which he was Executive Vice President and Chief Financial Officer of Aur Resources Inc. From 1996 to 2005 he was Vice President and Chief Financial Officer of Hudson Bay Mining and Smelting Co., Principal Occupation Limited and, following its acquisition by Hudbay Minerals Inc., he was Vice President and Chief Financial Officer of Hudbay. Mr. Knowles currently sits on President and Chief Executive the boards of Hudbay Minerals Inc. and Wildcat Exploration Limited, and was Officer, Wildcat Exploration Ltd. previously on the boards of Augyva Mining Resources Inc. (August 2011 to April 2013) and Tanzania Minerals Corp. (March 2011 to April 2013). He is a Chartered Shares 160,000 Accountant and holds a Bachelor of Commerce degree from Queen's University.

Stock Options Nil

DSUs 271,461

Board and Committees Date Joined as a Director Board of Directors September 25, 2012

Audit (Chairman) September 25, 2012

Corporate Governance and Nominating October 4, 2012

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Gordon Pridham - Director Occupation, Business or Employment Ontario, Canada Mr. Pridham is Chairman of the Board for US Silver & Gold Inc. He is also Principal of Edgewater Capital and sits on the public company boards of Newalta Independent Director Corporation (Chairman Compensation), Titanium Corporation (Chairman). He is on the advisory board for Enertech Capital a Clean Tech Venture Fund. Recent Principal Occupation activities include merger of US Silver with RX Gold as Chairman, sale of Norock Realty to Partners REIT as Chairman of the Special Committee, and sale of Western Prospector to CNNC as Chairman of the Special Committee. Mr. Pridham President, Edgewater Capital has over 25 years of experience in investment banking, capital markets and corporate banking. He has worked in New York, Calgary, Toronto and Hong Kong for global financial institutions and has financed and advised companies in public and private markets across a broad range of industry sectors. Mr. Pridham is a Shares 270,000 graduate of the University of Toronto and the Institute of Corporate Directors program. Stock Options Nil

DSUs 271,461

Board and Committees Date Joined as a Director Board of Directors September 25, 2012

Audit September 25, 2012

Compensation September 25, 2012

Jonathan A. Rubenstein - Occupation, Business or Employment Director British Columbia, Canada Mr. Rubenstein is a professional director, serving on the boards of several publicly listed mining companies, including MAG Silver (as Chairman), Detour Gold Independent Director Corporation (2009 to present), Eldorado Gold Corporation (2009 to present) and Dalradian Resources Inc. (2013 to present). Mr. Rubenstein is a former Director of Troon Ventures Ltd. (2009 to 2014) and Aurelian Gold (2006 to 2008). Mr. Rubenstein's career in the mining sector has included playing a key role during the acquisition of Aurelian Resources Ltd. by Kinross Gold Corporation in 2007, Principal Occupation: Cumberland Resources Ltd. by Agnico-Eagle Mines Ltd. in 2006, Canico Resource Corp. by Companhia Vale do Rio Doce in 2005 and Sutton Resources Corporate Director Ltd. by Barrick Gold Corporation in 1999. Mr. Rubenstein obtained his Bachelor of Arts degree from Oakland University and an LL.B. from the University of British Columbia. He practiced law until 1994. Mr. Rubenstein obtained his Accredited Director designation in 2011. Shares 100,000

Stock Options Nil

DSUs 271,461

Board and Committees Date Joined as a Director Board of Directors September 25, 2012

Corporate Governance and Nominating October 4, 2012

- 44 -

Walter Segsworth - Occupation, Business or Employment Director British Columbia, Canada Mr. Segsworth, P.Eng., is a director of Pan American Silver, Gabriel Resources Ltd., Alterra Power Corp. and Telus World of Science. Mr. Segsworth has 40 Independent Director years of experience in mining in Canada and overseas and has served as a senior officer of several mining companies including Westmin Resources, where he was President and CEO, and Homestake Mining Company, where he was President and COO. Mr. Segsworth is currently lead independent director of Alterra Power Corp. and Pan American Silver. Mr. Segsworth is past Chairman of both the Mining Principal Occupation Associations of British Columbia (BC) and Canada and was named BC's Mining Person of the year in 1996. He received his bachelor of science in mining Corporate Director engineering from Michigan Technological University.

Shares 450,000

Stock Options Nil

DSUs 271,461

Board and Committees Date Joined as a Director Board of Directors September 25, 2012

Compensation September 25, 2012

Health, Safety, Sustainability and October 4, 2012 Technical

Joseph G. Spiteri - Director Occupation, Business or Employment Ontario, Canada Mr. Spiteri is Principal of a private mining consultancy and currently serves as a Director of Marathon Gold (April 2010 to present) and AuRico (May 2012 to Independent Director present and from May 2010 to October 2011). Mr. Spiteri has over 35 years of experience in advanced-stage exploration, feasibility, construction, operations and acquisitions. Prior to becoming a consultant, Mr. Spiteri held senior management or executive positions with Dome Mines Group, Placer Dome Incorporated, Northgate Explorations Limited, Lac Minerals Limited and Campbell Resources Principal Occupation Incorporated. Mr. Spiteri obtained his Bachelor of Science Degree from the University of Toronto in 1976. Between 1982 and 1984, Mr. Spiteri completed Mining Consultant graduate level business courses, on a part-time and correspondence basis from Laurentian University and Dalhousie University. Mr. Spiteri is a member of The Canadian Institute of Mining and The Association of Professional Geoscientists of Ontario. Shares 85,500

Stock Options Nil

DSUs 271,461

Board and Committees Date Joined as a Director Board of Directors September 25, 2012

Health, Safety, Sustainability and October 4, 2012 Technical

- 45 -

Paul Criddle – Chief Occupation, Business or Employment Operating Officer Ontario, Canada Mr. Criddle, a metallurgist, has many years of operating and project development experience in West Africa. Most recently he was the Chief Operating Officer at Principal Occupation: Azimuth Resources Ltd. where he was responsible for resource growth and development studies. Prior to this he was the Acting Chief Operating Officer of Chief Operating Officer Perseus Mining Ltd. (“Perseus”) where he was responsible for operations at the Edikan Gold Mine in Ghana and the Definitive Feasibility Study for the Tengrela Gold Project in Cote D'Ivoire. Before joining Perseus, Mr. Criddle managed the construction, commissioning and operation of the Sabodala Gold Project for Mineral Deposits Ltd. He has also held a variety of senior technical roles at Placer Shares Nil Dome/Barrick in Australia, Papua New Guinea and Tanzania.

Stock Options 700,000 Date Joined as a Director RSUs 1,075,000 N/A

Natacha Garoute – Chief Occupation, Business or Employment Financial Officer Quebec, Canada Ms. Garoute, CPA, LLB has over 15 years of finance experience with a strong focus on mining and corporations with extensive international exposure. She was the Principal Occupation: Corporate Controller at SEMAFO Inc for the year 2009 to August 2013 where she demonstrated active leadership managing financial reporting, tax and budget Chief Financial Officer functions throughout the corporation and its subsidiaries located in Burkina Faso, Guinea and Niger, West Africa. Previous to 2009, Ms. Garoute held senior finance positions at Canadian National Railway, MDD and PwC.

Shares Nil Date Joined as a Director N/A Stock Options 500,000

RSUs 500,000

(1) The information as to Common Shares beneficially owned or over which any of the directors or executive officers exercises control or direction (directly or indirectly) not being within the knowledge of the Company has been furnished by the respective directors and executive officers individually. Other than as set forth below: (a) no director or executive officer is or was within the past 10 years a director, CEO or CFO of any company (including the Company) that (i) was subject to a cease trade or similar order or an order which denied the relevant company access to any exemption under securities legislation for a period of more than 30 days (an “Order”) that was issued while the individual was acting in such capacity; (ii) was subject to an Order after the individual ceased to act in such capacity and which resulted from an event that occurred while the individual was acting in that capacity; (b) no director, executive officer or significant shareholder of the Company is or within the last 10 years has been (i) a director or executive officer of any company (including the Company) that, while the individual was acting in that capacity or within a year of such individual ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to

- 46 - bankruptcy/insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (ii) has within the last 10 years became bankrupt, made a proposal under any legislation relating to bankruptcy/insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets (either personally or via a personal holding company); and (c) no director, executive officer or significant shareholder of the Company has been subject to any penalties or sanctions imposed by a court relating to securities legislation, or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor. Mr. Lennox-King was a Director of Unisphere Waste Conversion Ltd (“Unisphere”), from June 2002 to February 9, 2005. On February 8, 2005 Unisphere announced that its wholly owned subsidiary, Unisphere Tire Recycling Inc. had filed a Notice of Intention to Make a Proposal to its creditors under the Bankruptcy and Insolvency Act (Canada). On March 2, 2005, Unisphere announced that it was in default with its lenders, was unable to settle its current liabilities as they became due and had filed a Notice of Intention to Make a Proposal to its creditors under the Bankruptcy and Insolvency Act (Canada). On June 20, 2005, Unisphere was delisted from trading on the TSX Venture Exchange (“TSX-V”). Conflicts of Interest In the future, circumstances may arise where officers or members of the Board of Directors of the Company are directors or officers of corporations which are in competition to the interests of the Company. No assurances can be given that opportunities identified by such board members will be provided to the Company. Pursuant to applicable law, directors who have an interest in a proposed transaction upon which the Board of Directors is voting are required to disclose their interests and refrain from voting on the transaction. See also “Risk Factors – Potential Conflicts of Interest” and “Interest of Management and Others in Material Transactions”. AUDIT COMMITTEE INFORMATION

The members of the Audit Committee of the Company are currently Messrs. John Knowles, Gordon Pridham and Richard Colterjohn, each of whom is independent and financially literate within the meaning of applicable securities legislation. Each of Messrs. John Knowles, Gordon Pridham and Richard Colterjohn is familiar with accounting principles, financial statements and financial reporting requirements. Their respective experience is outlined below.

John Knowles, Chair

Mr. Knowles has over 25 years of experience in senior roles in Canada and overseas with Canadian and international resource companies including several years in Ghana, West Africa as finance director with a private gold mining company. Since 2007 he has been President and CEO of Wildcat Exploration Ltd., a mineral exploration company, prior to which he was Executive Vice President and Chief Financial Officer of Aur Resources Inc. From 1996 to 2005 he was Vice President and Chief Financial Officer of Hudson Bay Mining and Smelting Co., Limited and, following its acquisition by Hudbay Minerals Inc., he was Vice President and Chief Financial

- 47 -

Officer of Hudbay. Mr. Knowles currently sits on the boards of Hudbay Minerals Inc. and Wildcat Exploration Limited, and was previously on the boards of Augyva Mining Resources Inc. (August 2011 to April 2013) and Tanzania Minerals Corp. (March 2011 to April 2013). He is a Chartered Accountant and holds a Bachelor of Commerce degree from Queen's University.

Gordon Pridham

Mr. Pridham is Chairman of the Board for US Silver & Gold Inc. He is also Principal of Edgewater Capital and sits on the public company boards of Newalta Corporation (Chairman Compensation), Titanium Corporation (Chairman). He is on the advisory board for Enertech Capital a Clean Tech Venture Fund. Recent activities include merger of US Silver with RX Gold as Chairman, sale of Norock Realty to Partners REIT as Chairman of the Special Committee, and sale of Western Prospector to CNNC as Chairman of the Special Committee. Mr. Pridham has over 25 years of experience in investment banking, capital markets and corporate banking. He has worked in New York, Calgary, Toronto and Hong Kong for global financial institutions and has financed and advised companies in public and private markets across a broad range of industry sectors. Mr. Pridham is a graduate of the University of Toronto and the Institute of Corporate Directors program.

Richard Colterjohn

Mr. Colterjohn, B. Comm., MBA, has been a Managing Partner of Glencoban Capital Management Inc., a merchant banking firm, since 2002. He has over 20 years of involvement in the mining sector, as an investment banker, director and operator. Prior to co-founding Glencoban Capital, he served as a Managing Director at UBS Bunting Warburg from 1992 to 2002, where he was Head of Mining Sector investment banking activities in Canada. In 2004, he founded Centenario Copper Corporation and served as the President and CEO and a director, until the sale of the company in 2009. Mr. Colterjohn has served on the boards of six additional publicly traded mining companies, including: Canico Resource Corp (2003 to 2005); Cumberland Resources Ltd. (2003 to 2007); Viceroy Exploration Ltd. (2004 to 2006); Explorator Resources Ltd. (2009 to 2011); MAG Silver Corp. (2007 to present); and AuRico Gold Inc. (2010 to present).

The Audit Committee has adopted a written charter setting out its mandate and responsibilities, a copy of which is set forth at Schedule “A” to this Annual Information Form.

- 48 -

Audit Fees

The aggregate fees billed by the Company's external auditors for audit fees and non-audit services for each of the periods noted below are as follows:

Financial Year Tax Fees(3) Ended Audit Fees(1) Audit Related Fees(2) All Other Fees(4) December 31, 2012 $74,150 Nil Nil Nil December 31, 2013 $88,686 $35,595 $13,052 $8,805 Notes:

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits. (2) “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation. (3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees.” This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities. (4) “All Other Fees” include all other non-audit services.

Exemption

The Company, as a “venture issuer”, is relying upon the exemption contained in Section 6.1 of National Instrument 52-110.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS Other than as disclosed elsewhere in this AIF, no director, executive officer or principal shareholder of the Company, or any associate or affiliate of the foregoing, has had any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year prior to the date of this AIF that has materially affected or will materially affect the Company.

Mr. Oliver Lennox-King, the Chairman and a director of the Company, formerly served as Executive Chairman of XDM prior to its acquisition by the Company in December 2013. See “General Description of the Business – 2013 – XDM Acquisition”. Accordingly, the Company formed a special committee of independent directors to consider and make recommendations with respect to such acquisition, and Mr. Lennox-King abstained from voting in respect of all related matters in accordance with applicable law.

LEGAL PROCEEDINGS

There are no significant pending legal proceedings or regulatory actions to which the Company is a party or of which any of the Company’s properties are subject, nor have any such actions been pending during the most recently completed financial year of the Company. In addition, no such proceedings or actions are currently known by the Company to be contemplated.

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TRANSFER AGENT AND REGISTRAR

The Company’s transfer agent and registrar is Computershare Investor Services Inc., reachable by fax within North America at 1-866-249-7775, outside North America at (416) 263-9524, or by mail to the 9th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1.

MATERIAL CONTRACTS

There are no contracts of the Company, other than contracts entered into in the ordinary course of business, that are material to the Company and that were entered into by the Company within the most recently completed financial year or were entered into since January 1, 2002 and are still in effect. EXPERTS Names of Experts Following are the names of each person or company who is named as having prepared or certified a report, valuation, statement or opinion described, included or referred to in a filing made under National Instrument 51-102 by the Company during or relating to the financial year ended December 31, 2013, whose profession or business gives authority to such report, valuation, statement or opinion: 1. MNP LLP (regarding the Financial Statements and auditor’s report thereon);

2. Pierre Desautels, Gordon Zurowski, Geoffrey Challiner, Lyn Jones and Mario Colantonio (regarding the 2013 Technical Report); and

3. Jean-Francois Couture, Ken Reipas, Brian Connolly, Sebastien Bernier, Bruce Murphy, Anthony Rex, Fiona Cessford, Rob Bowell, Leendert Lorenzen, Ian Kerr, David Morgan and Geoff Bailey (regarding the Technical Report).

Interests of Experts MNP LLP has advised the Company that it is independent within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia. Each of Messrs. Desautels, Zurowski, Challiner, Jones and Colantonio has advised the Company that he was not, at all relevant times, the registered and/or beneficial owner, directly or indirectly, of any outstanding Common Shares of the Company. Each of Jean-Francois Couture, Ken Reipas, Brian Connolly, Sebastien Bernier, Bruce Murphy, Anthony Rex, Fiona Cessford, Rob Bowell, Leendert Lorenzen, Ian Kerr, David Morgan and Geoff Bailey has advised the Company that he was not, at all relevant times, the registered and/or beneficial owner, directly or indirectly, of any outstanding Common Shares of the Company.

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ADDITIONAL INFORMATION Additional information relating to the Company is available on SEDAR at www.sedar.com. Additional information, including information concerning directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans, where applicable, is contained in the management proxy circular of the Company dated April 24, 2014. Additional financial information is provided in the Company’s Financial Statements and Management’s Discussion & Analysis for the financial year ended December 31, 2013.

SCHEDULE “A” ROXGOLD INC.

(the “Company”)

AUDIT COMMITTEE CHARTER

1. Mandate

The audit committee will assist the board of directors (the “Board”) in fulfilling its financial oversight responsibilities for:

 the quality and integrity of the financial statements of the Company;

 the compliance by the Company with legal and regulatory requirements in respect of financial disclosure;

 the qualification, independence and performance of the Company’s independent auditor,

 the assessment, monitoring and management of the financial reporting and financial compliance risks of the Company’s business (the “Risks”);

 the system of internal control for financial reporting; and

 monitoring the effectiveness of the Corporation’s disclosure controls and procedures.

2. Composition

The Board will appoint from among their membership an audit committee after each annual general meeting of the shareholders of the Company. The audit committee will consist of a minimum of three directors.

2.1 Independence

A majority of the members of the audit committee must not be officers, employees or control persons of the Company. All members must be independent. Independence of the Board members will be defined with applicable legislation and at a minimum each Committee member shall have no direct or indirect relationship with the Corporation which in the view of the Board could reasonably interfere with the exercise of a member’s independent judgment except as otherwise permitted by applicable laws.

2.2 Expertise of Committee Members

Each member of the audit committee must be financially literate (as defined by applicable legislation) or must become financially literate within a reasonable period of time after his or her appointment to the committee. At least one member of the committee must have accounting or related financial management expertise.

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3. Meetings

The audit committee shall meet in accordance with a schedule established each year by the Board, and at other times that the audit committee may determine thereof provided that:

1. A quorum for meetings shall be the majority of the members, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and hear each other.

2. The Committee shall meet quarterly or more frequently as circumstances dictate.

3. Notice of the time and place of every meeting shall be given in writing or by telephone, facsimile, email or other electronic communication to each member of the Committee at least 24 hours in advance of such meeting, provided however, that a member may in any matter waive a notice of meeting. Attendance of a member at a meeting is a waiver of notice of meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

The external auditors shall be invited to attend and be heard at every Audit Committee meeting, and have the opportunity to discuss matters with the Audit Committee without the presence of management at each meeting. The Audit Committee will meet in-camera with the external auditors at each meeting. Meeting minutes shall be recorded and maintained as directed by the Chair of the Committee.

The audit committee shall meet at least annually with the Company’s Chief Financial Officer and external auditors in separate executive sessions.

4. Roles and Responsibilities

The audit committee shall fulfill the following roles and discharge the following responsibilities:

4.1 External Audit

The audit committee shall be directly responsible for overseeing the work of the external auditors in preparing or issuing the auditor’s report, including the resolution of disagreements between management and the external auditors regarding financial reporting and audit scope or procedures. In carrying out this duty, the audit committee shall:

(a) recommend to the Board the external auditor to be nominated by the shareholders for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company;

(b) review (by discussion and enquiry) the external auditors’ proposed audit scope and approach;

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(c) review the performance of the external auditors and recommend to the Board the appointment or discharge of the external auditors;

(d) review and recommend to the Board the compensation to be paid to the external auditors; and

(e) review and confirm the independence of the external auditors by reviewing the non-audit services provided and the external auditors’ assertion of their independence in accordance with professional standards.

4.2 Internal Control

The audit committee shall consider whether adequate controls are in place over annual and interim financial reporting as well as controls over assets, transactions and the creation of obligations, commitments and liabilities of the Company. In carrying out this duty, the audit committee shall:

(a) evaluate the adequacy and effectiveness of management’s system of internal controls over the accounting and financial reporting system within the Company; and

(b) ensure that the external auditors discuss with the audit committee any event or matter which suggests the possibility of fraud, illegal acts or deficiencies in internal controls.

4.3 Financial Reporting

The audit committee reviews and recommends to the Board the annual and interim financial statements and Management Discussion and Analysis as well as related annual and interim press releases prior to their release to the public. In carrying out this duty, the audit committee shall:

General

(a) review significant accounting and financial reporting issues, especially complex, unusual and related party transactions; and

(b) review and ensure that the accounting principles selected by management in preparing financial statements are appropriate.

(c) meet with management and the external auditors to review the results of the audit, including any difficulties encountered; and

4.4 Non-Audit Services

All non-audit services (being services other than services rendered for the audit and review of the financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements) which are proposed to be provided by the

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Delegation of Authority

(a) The audit committee may delegate to one or more independent members of the audit committee the authority to approve non-audit services, provided any non- audit services approved in this manner must be presented to the audit committee at its next scheduled meeting.

De-Minimis Non-Audit Services

(b) The audit committee may satisfy the requirement for the pre-approval of non- audit services if:

(i) the aggregate amount of all non-audit services that were not pre- approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the Company and its subsidiaries to the external auditor during the fiscal year in which the services are provided; or

(ii) the services are brought to the attention of the audit committee and approved, prior to the completion of the audit, by the audit committee or by one or more of its members to whom authority to grant such approvals has been delegated.

Pre-Approval Policies and Procedures

(c) The audit committee may also satisfy the requirement for the pre-approval of non- audit services by adopting specific policies and procedures for the engagement of non-audit services, if:

(i) the pre-approval policies and procedures are detailed as to the particular service;

(ii) the audit committee is informed of each non-audit service; and

(iii) the procedures do not include delegation of the audit committee's responsibilities to management.

4.5 Other Responsibilities

The audit committee shall:

(a) establish procedures for the receipt, retention and treatment of complaints received by the company regarding accounting, internal accounting controls, or auditing matters;

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(b) establish procedures for the confidential, anonymous submission by employees of the company of concerns regarding questionable accounting or auditing matters;

(c) ensure that significant findings and recommendations made by management and external auditor are received and discussed on a timely basis;

(d) review the policies and procedures in effect for considering officers’ expenses and perquisites;

(e) perform other oversight functions as requested by the Board; and

(f) review and update this Charter and receive approval of changes to this Charter from the Board.

4.6 Reporting Responsibilities

The audit committee shall regularly update the Board about committee activities and make appropriate recommendations.

For clarifying purposes, the Audit Committee is not responsible for:

 planning or conducting audits,

 certifying or determining the completeness or accuracy of the Company’s financial statements or that those financial statements are in accordance with generally accepted accounting principles.

Each member of the Audit Committee shall be entitled to rely in good faith upon:

 financial statements of the Company represented to him or her by senior management of the Company or in a written report of the independent auditor to present fairly the financial position of the Company in accordance with generally accepted accounting principles; and

 any report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by any such person.

The fundamental responsibility for the Company’s financial statements and disclosure rests with senior management.

5. Resources and Authority of the Audit Committee

The audit committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to:

(a) engage independent counsel and other advisors as it determines necessary to carry out its duties;

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(b) set and pay the compensation for any advisors employed by the audit committee; and

(c) communicate directly with the internal and external auditors.

6. Guidance – Roles & Responsibilities

The following guidance is intended to provide the Audit Committee members with additional guidance on fulfilment of their roles and responsibilities on the committee:

6.1 Internal Control

(a) evaluate whether management is setting the goal of high standards by communicating the importance of internal control and ensuring that all individuals possess an understanding of their roles and responsibilities;

(b) focus on the extent to which external auditors review computer systems and applications, the security of such systems and applications, and the contingency plan for processing financial information in the event of an IT systems breakdown; and

(c) gain an understanding of whether internal control recommendations made by external auditors have been implemented by management.

6.2 Financial Reporting General

(a) review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements; and

(b) ask management and the external auditors about significant risks and exposures and the plans to minimize such risks; and

(c) understand industry best practices and the Company’s adoption of them.

Annual Financial Statements

(d) review the annual financial statements and determine whether they are complete and consistent with the information known to committee members, and assess whether the financial statements reflect appropriate accounting principles in light of the jurisdictions in which the Company reports or trades its shares;

(e) pay attention to complex and/or unusual transactions such as restructuring charges and derivative disclosures;

(f) focus on judgmental areas such as those involving valuation of assets and liabilities, including, for example, the accounting for and disclosure of loan

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losses; warranty, professional liability; litigation reserves; and other commitments and contingencies;

(g) consider management’s handling of proposed audit adjustments identified by the external auditors; and

(h) ensure that the external auditors communicate all required matters to the committee.

Interim Financial Statements

(i) be briefed on how management develops and summarizes interim financial information, the extent to which the external auditors review interim financial information;

(j) meet with management and the auditors, either telephonically or in person, to review the interim financial statements;

6.3 Compliance with Laws and Regulations

(a) periodically obtain updates from management regarding compliance with this policy and industry “best practices”;

(b) be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements; and

(c) review the findings of any examinations by securities regulatory authorities and stock exchanges.

6.4 Other Responsibilities review, with the company’s counsel, any legal matters that could have a significant impact on the company’s financial statements.