Roxgold adopts new shareholder rights plan

TORONTO, April 24, 2014 /PRNewswire/ - Roxgold Inc. ("Roxgold" or the "Company") (TSX.V: ROG) announced today that its board of Directors (the "Board") has adopted a new shareholder rights plan (the "Rights Plan").

The Rights Plan is intended to ensure that in the event of an unsolicited take-over bid for the common shares of the Company, all holders of common shares of the Company and the Board have adequate time to consider and evaluate any such take-over bid, the Board has adequate time to identify, solicit, develop and negotiate value-enhancing alternatives, as considered appropriate, to any such take-over bid and the Company's shareholders are treated fairly in connection with any such take-over bid.  The Rights Plan is not intended to prevent a change of control of the Company to the detriment of shareholders.

The Board approved the Rights Plan today and authorized the issue of one right in respect of each common share of the Company outstanding at 4:00 p.m. (Toronto time) today (the "Record Time") and each common share issued thereafter.  The rights will become exercisable if at any time following the Record Time a person, together with its affiliates, associates and joint actors, acquires beneficial ownership of common shares which, when aggregated with its holdings, total 20% or more of the outstanding common shares of the Company (determined in the manner set out in the Rights Plan).  Following any such acquisition, each right held by a person other than the acquiring person and its affiliates and joint actors would, upon exercise, entitle the holder to purchase common shares at a substantial discount to the market price of the common shares at that time.

The Board has the discretion to defer the time at which the rights become exercisable, to waive the application of the Rights Plan and to amend the Rights Plan.

The Rights Plan permits the acquisition of control of the Company through a "permitted bid", a "competing permitted bid" or a negotiated transaction.  A permitted bid is one that, among other things, is made to all holders of common shares for all of their shares, is open for a minimum of 60 days and is subject to an irrevocable minimum tender condition of at least 50% of the common shares held by independent shareholders.

To the best of the Board's knowledge, no existing shareholder of the Company owns greater than 20% of the outstanding common shares of the Company.

The Company is not aware of any specific take-over bid for the common shares of the Company or any intention on the part of any party to make such a take-over bid.

The Board considered a number of factors in adopting the Rights Plan.  Given recent weakness in the share prices of many junior mining companies including Roxgold, the Board believes that there is a material risk of an opportunistically timed take-over bid.  The Board believes that the Rights Plan will give the Board a substantially greater opportunity to run a value maximizing auction process in the event that the Company is put in play through a hostile take-over bid.

Although effective as of today, the Rights Plan is subject to TSX Venture Exchange approval.  The Rights Plan will be submitted to the shareholders of the Company for ratification at the Company's Annual and Special Meeting to be held on May 27, 2014 (the "Meeting").  If the Rights Plan is not ratified by the Company's shareholders, the Rights Plan and any rights issued pursuant to it will terminate.  If the Rights Plan is ratified, it will continue in effect until the third annual meeting of shareholders thereafter.  A copy of the Rights Plan will be available shortly on SEDAR at www.sedar.com. The Company's existing shareholder rights plan, which was approved by shareholders on November 25, 2011, will terminate at the Meeting.

About Roxgold
Roxgold is a gold exploration and development company with its key asset, the high grade, 100% owned Yaramoko Gold Project located in the Houndé greenstone region of Burkina Faso, West Africa.  The Company is currently advancing Yaramoko's 55 Zone through permitting and expects to commence development in Q4 2014.  Roxgold trades on the TSX Venture Exchange under the symbol ROG.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release includes certain forward-looking statements concerning future performance and operations of the Company, including the ratification of the Rights Plan by shareholders and the acceptance of the Rights Plan by the TSX Venture Exchange, as well as management's objectives, strategies, beliefs and intentions. Forward-looking statements are frequently identified by such words as "may", "will", "plan", "expect", "anticipate", "estimate", "intend" and similar words referring to future events and results. Forward-looking statements are based on the current opinions and expectations of management at the time such statements are made. All forward-looking statements and information is inherently uncertain and may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information.

Forward-looking statements are subject to a variety of assumptions, risks and uncertainties, including risks inherent in the exploration and development of mineral deposits, including risks relating to changes in project parameters as plans continue to be redefined including the possibility that mining operations may not commence at the Yaramoko project, risks relating to variations in mineral resources and mineral reserves, grade or recovery rates resulting from current exploration and development activities, risks relating to changes in gold prices and the worldwide demand for and supply of gold, risks related to increased competition in the mining industry generally, risks related to current global financial conditions, uncertainties inherent in the estimation of mineral resources and mineral reserves, access and supply risks, reliance on key personnel, operational risks inherent in the conduct of mining activities, including the risk of accidents, labour disputes, increases in capital and operating costs and the risk of delays or increased costs that might be encountered during the development process, regulatory risks, including risks relating to the acquisition of the necessary licenses and permits, financing, capitalization and liquidity risks, including the risk that the financing necessary to fund the exploration and development activities at the Yaramoko project may not be available on satisfactory terms, or at all, risks related to disputes concerning property titles and interest, and environmental risks.  Actual events or results may differ materially from those projected in the forward-looking statements and we caution against placing undue reliance thereon. 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.

SOURCE Roxgold Inc.