Roxgold Announces Settlement Agreement and New Proposed Board

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 25, 2012) - Roxgold Inc. ("Roxgold" or "the Company") (ROG.V) today announced that the Company and Oliver Lennox-King ("OLK") have entered into a Settlement Agreement that terminates their proxy dispute on mutually agreeable terms. The settlement is expected to be implemented at today's Annual General Shareholders Meeting (the "AGM"). Both Roxgold and OLK believe this settlement is in the best interests of all shareholders and allows the Company to continue with the development of its exploration concessions in Burkina Faso, West Africa.

Under the terms of the Settlement Agreement, the Company and OLK have agreed on a new Roxgold board of directors to be constituted by the five members of OLK's slate, namely Messrs. Lennox-King, Walter Segsworth, Jonathan Rubenstein, Richard Colterjohn and Joseph Spiteri, and two representatives of management's slate, namely Messrs. John Knowles and Gordon Pridham.

Mr. Lennox-King commented, "This agreement allows Roxgold to move forward and realize the potential of the Company's exciting projects. Our management team is in place and we have had members in Burkina Faso working alongside Roxgold's employees for several days. I would like to thank my slate as well as all of the Roxgold shareholders who supported us in this initiative. We look forward to providing shareholders with regular updates as we progress."

Mr. Brett Richards, a management director nominee, stated, "We view this settlement as a positive for the future of Roxgold and in the best interests of its shareholders. The Company believes that based on discussions with shareholders and how their shares were voted in connection with this meeting, this agreement represents their choice. This settlement has the full support of the Roxgold board and management team and enables the Company to move forward with its strategic plans."

Mr. Richards continued, "The Company thanks its departing directors, Messrs. Robert A. Sibthorpe, Al Fabbro, Barry Girling, Chet Idziszek and Richard Mazur, for their outstanding service and contributions to the success of the Company."

Mr. Al Fabbro, the Lead Director of the Company, said, "I would also like to recognize the members of the management slate who will not be standing for election, Messrs. Peter R. Jones and Brett Richards. Both Brett and Peter are highly qualified professionals, each with a well-respected track record in the industry, and we would like to thank them for their commitment to the Company over the course of the weeks leading up to the AGM."

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."