Roxgold Inc.
TSX VENTURE : ROG

Roxgold Inc.

July 12, 2012 09:30 ET

Roxgold Inc. Issues Statement on Dissident Action

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 12, 2012) - Roxgold Inc. ("Roxgold" or the "Company") (TSX VENTURE:ROG): Just three days prior to the regularly scheduled annual general meeting of shareholders of Roxgold and only one day before the deadline for submitting proxies for such meeting, a dissident shareholder, Mr. Oliver Lennox-King, announced that he intended to nominate a new slate of directors at such meeting. The effect of this announcement was to "ambush" the Company and its shareholders by not giving management and shareholders adequate time to consider the issues raised by Mr. Lennox- King and respond to his actions.

Acting in a fiduciary capacity for the benefit of all stakeholders and taking into account the advice of counsel, the board and management determined that it was necessary to postpone the July 12, 2012 meeting to afford all shareholders the opportunity to make a fully informed decision in considering the qualifications of all director nominees.

The Company does not want to get drawn into a back and forth debate on the many statements made by Mr. Lennox-King at this time. The Company does note that, although the July 12, 2012 meeting was postponed prior to a final tabulation of votes, 24 hours prior to the proxy submission cut-off time there was no basis for concluding that Mr. Lennox-King had the level of shareholder support he claims to have.

Regardless, all shareholders are entitled to a full and fair process to evaluate the best course of action for the future of their company, including the receipt of full disclosure regarding the dissident's plans for the Company. In due course, a comprehensive management information circular will be presented for the benefit of all shareholders.

The Company thanks all shareholders for the many messages of support. We will continue to ensure that the best interests of all stakeholders are paramount in every decision we make at Roxgold Inc.

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 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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