NEWS shareholder rights planVANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 15, 2011) - Roxgold Inc. (TSX VENTURE:ROG - News;"Roxgold" or the "Company") announced today that its Board of Directorshas adopted a shareholder rights plan, effective immediately, designedto enhance the Company's ability to obtain the best value for allshareholders in connection with any bidder attempting to acquire controlof the Company.
The rights issued under the rights plan becomeexercisable when a person, together with any parties related to it,acquires or announces its intention to acquire 20% or more of theCompany's outstanding common shares without complying with the"Permitted Bid" provisions of the rights plan or without approval fromRoxgold's Board of Directors. Should such an acquisition occur, rightsholders (other than the acquiring person and related persons) canpurchase common shares of the Company at a substantial discount to thethen market price.
Under the rights plan, a Permitted Bid is a bidmade to all holders of the Company's common shares for all of theirshares that is open for acceptance for not less than 60 days. If at theend of 60 days at least 50% of the outstanding shares, other than thoseowned by the offeror and certain related parties, have been tendered,the offeror may take up and pay for the shares but must extend the bidfor a further 10 days to allow other shareholders to tender.
Therights plan is subject to regulatory approval, and requires confirmationby the Company's shareholders within six months. A more detailedsummary of the rights plan is set out in Roxgold's Material ChangeReport which will be filed shortly with the Canadian securitiesregulatory authorities and will be available at www.sedar.com. A full copy of the rights plan will also be available shortly at www.sedar.com.