• a new slate of seven (7) directors comprised as follows:
  • three (3) nominees chosen by Mr. Lennox-King;
  • three (3) nominees from the proposed Roxgold slate, being Peter R. Jones, Gordon Pridham and John Knowles;
  • Brett Richards nominated as the seventh director and named CEO;
• Peter R. Jones be nominated to act as chair; and
• Roxgold reimburse up to a maximum of CDN$200,000 of the fees incurred by Mr. Lennox-King in connection with the proxy contest.

September 12, 2012

WITHOUT PREJUDICE
BY EMAIL

Oliver Lennox-King

401 Bay Street, Suite 148 Toronto, ON

M5H 2Y4

Re: Roxgold Inc. (the "Company" or "Roxgold")

Dear Oliver:

I write to you in connection with the Annual General Meeting of the Company set for September 25, 2012 (the "AGM").

In my role as transition consultant of the Company, I have had the opportunity to speak to many shareholders over the past several weeks to gain an understanding of their wishes. It is apparent that the strategy and plan of the new Roxgold team is being regarded very favourably among shareholders and among the independent proxy advisory firms, from whom our support is unanimous. It is also apparent that shareholders are not looking favourably on the ongoing proxy contest and view it as an unnecessary distraction and a waste of Company resources. On behalf of Roxgold, I agree with this view.

Therefore, in the interests of putting the past behind us and doing what is truly in the best interests of all shareholders and the future of the Company, I have been authorized by the special committee of Roxgold to propose the following compromise that will provide a basis for the Company to succeed in the future:

1. A new slate of seven (7) directors will be presented for election at the AGM, comprised as follows:

   1. three (3) nominees chosen by you from your proposed dissident slate of directors;

   2. three (3) nominees from the proposed Roxgold slate of directors; including Peter R. Jones; Gordon Pridham and John Knowles;

   3. I will be nominated as the seventh director, and will be named the CEO of Roxgold by the board of directors at the first meeting of the board held immediately after the AGM;

2. The chair of the board of directors will be Peter R. Jones, and;

3. In consideration for the positive change that has been instituted by your actions, the Company will reimburse up to a maximum of CDN$200,000 of the fees that you have incurred in connection with the proxy contest.

If this offer is not acceptable to you, we will need to complete our solicitation, and accordingly, this offer will be open for acceptance until 8:00 p.m. (Toronto time) on Sunday, September 16, 2012.

If you are in agreement with my proposals, please contact me at your earliest convenience to discuss next steps. I look forward to your response and sincerely hope that we can work together for the best interests of all shareholders.

Regards,

"Brett Richards"

Brett Richards

Transition Consultant

Roxgold Inc