Roxgold Inc.
TSX VENTURE : ROG

Roxgold Inc.

September 15, 2011 09:12 ET

Roxgold Adopts Shareholder Rights Plan

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 15, 2011) - Roxgold Inc. (TSX VENTURE:ROG) ("Roxgold" or the "Company") announced today that its Board of Directors has adopted a shareholder rights plan, effective immediately, designed to enhance the Company's ability to obtain the best value for all shareholders in connection with any bidder attempting to acquire control of the Company.

The rights issued under the rights plan become exercisable when a person, together with any parties related to it, acquires or announces its intention to acquire 20% or more of the Company's outstanding common shares without complying with the "Permitted Bid" provisions of the rights plan or without approval from Roxgold's Board of Directors. Should such an acquisition occur, rights holders (other than the acquiring person and related persons) can purchase common shares of the Company at a substantial discount to the then market price.

Under the rights plan, a Permitted Bid is a bid made to all holders of the Company's common shares for all of their shares that is open for acceptance for not less than 60 days. If at the end of 60 days at least 50% of the outstanding shares, other than those owned by the offeror and certain related parties, have been tendered, the offeror may take up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender.

The rights plan is subject to regulatory approval, and requires confirmation by the Company's shareholders within six months. A more detailed summary of the rights plan is set out in Roxgold's Material Change Report which will be filed shortly with the Canadian securities regulatory authorities and will be available at www.sedar.com. A full copy of the rights plan will also be available shortly at www.sedar.com.

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

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