Roxgold Inc.
TSX VENTURE : ROG

Roxgold Inc.

September 10, 2012 08:30 ET

Roxgold's New Director Nominees Endorsed by Institutional Shareholder Services (ISS)

Leading Independent Proxy Adviser ISS Recommends Shareholders Support Roxgold's Director Nominees on the GOLD proxy

ISS Report Endorses Strategy for the Yaramoko Project and incoming CEO Brett Richard's Four-Point Strategy

ISS Recommends AGAINST voting for any of Oliver Lennox-King's nominees

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 10, 2012) - Institutional Shareholder Services (ISS), a leading independent proxy advisory firm, has recommended that shareholders of Roxgold Inc. (Roxgold or the Company) (TSX VENTURE:ROG) vote in favour 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, the ISS report states: "It appears that management's proposed CEO has more years of experience than the dissident's proposed interim CEO. More importantly, the fact that management's proposed CEO has first-hand related experience in Burkina Faso where the company's current flagship Yaramoko gold project is located appears to be more relevant at the current development stage of the company."

The ISS report endorses the progress on the Yaramoko project to date, stating: "Despite the recent sharp decrease in the company's share price, under the current board's leadership and tenure, the company still managed to achieve an improved TSR (total shareholder return) performance and has outperformed the industry sub index significantly. It is also noted that in response to the dissident's first proxy contest campaign back in July, management has engaged in various activities to maintain the progress on the company's flagship Yaramoko gold project and has proactively implemented some necessary changes, including proposing a new board consisting of four new management nominees, replacing the current CEO, amending the stock option plan, and initiating a four-point strategy plan. In addition, there does not appear to be any significant evidence that the dissident director nominees and proposed interim CEO are more qualified or competent than the management nominees."

On Oliver Lennox-King's approach, the ISS report states: "…overall, on balance, the dissident has not made a compelling case that a further change to the board in favour of the dissident nominees is necessary at this time. Therefore, votes FOR management nominees are warranted."

Welcoming ISS's findings, Brett Richards, Roxgold's proposed CEO, said: "We are thrilled to have ISS' support for our nominees and endorsement of our four-point plan for focused value creation. The recommendations confirm what we have been saying all along: that the new Roxgold team has the right people and the right strategy. We thank shareholders for their support to date and look forward to a bright future as we continue in the right direction."

Regardless of how many shares held, Roxgold urges shareholders to vote in line with ISS's recommendation 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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