Roxgold Inc.

Roxgold Inc.

August 14, 2012 17:05 ET

Roxgold Inc. Establishes Special Committee

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 14, 2012) - Roxgold Inc. ("Roxgold" or the "Company") (TSX VENTURE:ROG) announced today that the Company's Board of Directors has established a special committee of independent directors (the "Special Committee") to independently and objectively consider the issues raised by shareholders.

The Special Committee is comprised of Barry Girling, Chet Idziszek and Richard Mazur, all of whom are independent directors. Mr. Mazur is the Chair of the Special Committee.

The Special Committee will consider reconstituting the Company's Board and management team in a manner which is in the best interests of all shareholders. In ongoing and recent discussions with the Company's shareholders, the Board of Directors has noted a desire by some shareholders to implement changes to the Board and management team, while preserving the strengths and achievements of the Company to date. The Board of Directors does not believe that completely severing all connections with existing directors and management is the best way to create long-term value for all shareholders. The Special Committee will make recommendations on governance changes at Roxgold to bring it in line with leading governance practices appropriate for a company of its size and stage of development. This focus on pursuing board and management candidates to strengthen Roxgold's technical and management team is consistent with the long-term strategic view for Roxgold, as was noted in the Company's August 7, 2012 news release. The Special Committee will also be responsible for considering other alternatives that may be relevant to this process.

To date, attempts to negotiate with Mr. Oliver Lennox-King have not yielded a solution that the Board views as being in the best interests of all shareholders. The Company will continue to dialogue with Mr. Lennox-King and hopes that a reasonable compromise can be reached.

The results of the process undertaken by the Special Committee, including details regarding the Board and management team that the independent Special Committee believes will be best suited to lead Roxgold into its next phase, will be presented for the benefit of all shareholders in the Company's management information circular that will be filed and mailed to shareholders in advance of its annual general meeting to be held on September 25, 2012.



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 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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