Roxgold Inc.
TSX VENTURE : ROG

Roxgold Inc.

September 13, 2012 08:30 ET

A Second Independent Proxy Advisor Endorses Roxgold's New Director Nominees

Glass Lewis & Co. Recommends Shareholders Support Roxgold's Director Nominees on the GOLD Proxy

Glass Lewis Also Recommends AGAINST Voting for Any of Oliver Lennox-King's Nominees

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 13, 2012) - Glass Lewis & Co. (Glass Lewis), a leading independent proxy advisory firm, has recommended that shareholders of Roxgold Inc. (Roxgold or the Company) (TSX VENTURE:ROG) vote in favour of all of the Roxgold director nominees as set out in the GOLD proxy, at the Company's upcoming annual general meeting on September 25, 2012.

Regarding the strength of Roxgold's CEO candidate Brett Richards and Board nominees, the Glass Lewis report states: "...Roxgold is proposing to substantially reconstitute the existing board with appropriately skilled individuals, including Mr. Richards, whose lengthy background and local experience would seem to offer compelling benefits for the Company going forward." The Glass Lewis report also states that, "...the Company's newly-proposed CEO, Brett Richards, appears to have considerably greater experience than the Dissident's proposed interim CEO, John Dorward, including service as CEO of a firm that conducted active mining operations in Burkina Faso."

Regarding Oliver Lennox-King's approach, the Glass Lewis report states: "...we find the Dissident has offered shareholders an insufficiently compelling rationale for wholesale change at the board-level. Instead, it appears the Dissident relies on a sole, short-term quantitative argument, itself unfettered by any meaningful context or relative analyses, while railing on the prior actions of a board the Company is proposing to substantially replace. We find these arguments, taken together, serve as inadequate cause to support the Dissident nominees, many of which serve on other boards together, or the Dissident plan, the bulk of which appears duplicative of past or existing efforts by the current board."

With respect to Oliver Lennox-King's statements regarding the Company's recent decline in share price, the Glass Lewis report states: "...in addition to overt selection of a very brief time-frame covering one of Roxgold's worst periods of share price performance, we are concerned the Dissident fails to place this value loss in any context that meaningfully informs upon the relative materiality of the decline. Readily apparent is the fact that Roxgold's performance over the period [from November 1, 2010 through July 6, 2012] has vastly exceeded both the selected peer set and the relevant index, and also exceeded the two firms from which the Dissident intends to source three of his five nominees." The comparison that Glass Lewis provides is as follows:

Roxgold Peer
Composite
Venture
Index
AuRico MAG
Silver
Dividend Adjusted Return 47.4% -45.6% -37.4% 27.7% 0.6%

The report goes on to state that, "While we do not find this analysis abdicates the board of its responsibility to improve upon more recent losses in share value, we nevertheless believe it highlights the Dissident's disingenuous effort to cast the Company's performance as wildly inconsistent with its peers across a more meaningful and informative review period."

Finally, on Oliver Lennox-King's approach, the Glass Lewis report states: "…we see limited cause for shareholders to believe the Company would benefit from the election of a Dissident slate that does not appear to have superior credentials or a superior plan, particularly insomuch as it appears shareholders would lose the potential benefits attributable to the local knowledge and experience of Mr. Richards... we find little cause for shareholders to accept additional risks and uncertainties associated with appointing the Dissident's less experienced nominees."

Brett Richards, Roxgold's proposed CEO, said: "We welcome the positive endorsement of Glass Lewis for our nominees. The recommendations of the two leading proxy advisory firms confirm that the new Roxgold team has the right people and the right strategy. We thank shareholders for their continued support."

Regardless of how many shares held, Roxgold urges shareholders to vote in line with both Institutional Shareholder Services (ISS) and Glass Lewis' recommendations to vote their GOLD proxy in favour of the new Roxgold team as soon as possible. The cut-off for receipt of proxies is 2:00 p.m. (Vancouver time) on Friday, September 21, 2012.

To support the new Roxgold team, vote only using the GOLD proxy and discard any Blue proxies that you receive. Shareholders may vote by telephone or Internet, or by signing, dating and returning the GOLD proxy. Shareholders with any questions and/or need assistance in voting their shares should call Laurel Hill Advisory Group at 1-877-304-0211 (toll-free) or 1-416-304-0211 (collect) or email at assistance@laurelhill.com.

ON BEHALF OF ROXGOLD INC.

Wayne Moorhouse, Chief Financial Officer

This news release may contain forward-looking statements. These statements are based on information currently available to the Company and the Company provides no assurance that actual results will meet management's expectations. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "anticipates", "believes", "could", "estimates", "expects", "may", "shall", "will", or "would". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to such future events and conditions could differ materially from those currently anticipated in such statements for many reasons such as: changes in management, changes in general economic conditions and conditions in the financial markets; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; and other matters discussed in this news release. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. The Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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