Roxgold Inc.
TSX VENTURE : ROG

Roxgold Inc.

July 10, 2012 02:13 ET

Roxgold Inc. Announces Postponement of Shareholder Meeting Scheduled for July 12, 2012

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 10, 2012) - Roxgold Inc. ("Roxgold" or the "Company") (TSX VENTURE:ROG) announces that the Company has decided to postpone the annual meeting of shareholders of the Company (the "Shareholder Meeting") scheduled for July 12, 2012. The Company has determined that a postponement of the Shareholder Meeting is necessary to protect the interests of all shareholders of the Company. On Monday, July 9, 2012, one day prior to the last day that proxies could be submitted for use at the Shareholder Meeting, a press release was put out by Oliver Lennox-King, (the "Dissident Shareholder") nominating an alternative slate of directors for election at the Shareholder Meeting. The Company had not been actively soliciting proxies for the upcoming meeting given that it believed that there would be no contested issues and in order to conserve cash. As the dissident press release was issued only one day before the voting cut-off, the board of directors has determined that it is in the best interests of all shareholders of the Company that they have ample opportunity to consider the issues raised by the Dissident Shareholder and to determine whether they will participate in what is now a contested election. Postponing the meeting will allow all shareholders to make an informed decision, and enable the Board to engage the dissident group in a constructive manner. The Company will announce the new meeting date on July 10th.

Despite difficult market conditions, since completing the acquisition of its package of properties in Burkina Faso in October 2011 the Company has made great strides in advancing its flagship Yaramoko property. The Company reported on April 23, 2012 that it has engaged AGP Mining Consultants of Toronto to provide shareholders with an independent resource estimate calculation of its Yaramoko gold project in Burkina Faso, for inclusion in an updated 43-101 compliant technical report. This estimate is approaching completion and the Company has been informed that it will be provided in July 2012, the product of approximately 100,000 meters of drilling. The results of this work will, in great part, dictate the course of events for Roxgold. Current management believes that the interruption of this process through a proxy battle would be detrimental to the interests of all Roxgold shareholders.

The Board of Directors has determined that it is in the best interest of all shareholders to be allowed the opportunity to properly evaluate the proposed board members and plans for the Company.

The Company has retained Norton Rose Canada LLP as its special legal counsel to advise them during this time.

ON BEHALF OF THE BOARD OF DIRECTORS

ROXGOLD INC.

Robert Sibthorpe, B.Sc. (Geology), M.B.A., President & CEO

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, among other things timing of the delivery of the updated resource estimate could differ materially from those currently anticipated in such statements for many reasons such as: the ability of the independent consultants to complete the estimate, changes in management, changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with the activities of the Company; 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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