Roxgold Inc. Issues Statement on Dissident Action

July 12, 2012 - Vancouver, B.C., Roxgold Inc. ("Roxgold" or the "Company") (TSX.V: 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

Contact:
Roxgold Inc.

Robert (Bob) Sibthorpe
604-682-7305 ext. 232

Wayne Moorhouse
604-682-7305 ext. 227

info@roxgold.com