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Press release from Marketwire

Roxgold Adopts DSU Plan, Grants Options

Friday, October 05, 2012

Roxgold Adopts DSU Plan, Grants Options09:00 EDT Friday, October 05, 2012VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 5, 2012) -Roxgold Inc. (TSX VENTURE:ROG) ("Roxgold" or the "Company") is pleased to announce that our Board of Directors has adopted a Deferred Share Unit (DSU) Plan. The purpose of the DSU Plan is to promote the alignment of interests between our directors and our shareholders while enabling our non-executive directors to participate in the long term success of the Company through the grant of DSUs. The Board intends that DSUs will be granted to non-executive directors in lieu of any grants under the Company's incentive stock option plan.The DSU Plan provides that our non-executive directors may receive, at the discretion of the Board, a portion of their compensation in DSUs, and may also elect to receive all or a portion of any of their cash compensation in DSUs. DSUs will be priced at the greater of the five day volume weighted average price of the common shares of the Company over the last five trading days preceding the grant, and the closing price of the common shares of the Company on the last trading day preceding the grant. DSUs will be settled in cash at the time of the director's retirement from all positions with the Company. The Board has approved the grant of $100,000 in DSUs to each non-executive director, other than the Chairman of the Board, who has declined all forms of equity compensation. The Company also announces that it has granted to the interim Chief Executive Officer incentive stock options to purchase up to an aggregate of 200,000 common shares exercisable on or before October 4, 2017 at a price of $.96 per share.ON BEHALF OF THE BOARD OF DIRECTORSOliver Lennox-King, Chairman of the BoardThis 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.FOR FURTHER INFORMATION PLEASE CONTACT: Wayne MoorhouseRoxgold Inc.CFO(604) 682 7305(604) 685 7349 (FAX)info@roxgold.comwww.roxgold.comNeither 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.