Roxgold Inc. - Share Structure

March 03, 2008
Capital Structure

		Proceeds	Insider %
Issued and Outstanding	26,953,577		18.55%
Issuable upon exercise of warrants	11,583,755	4,492,410
Issuable upon exercise of options	1,610,000	403,000
Issuable pursuant to conditional property payment 1 ⁽¹⁾	1,000,000	-
Issuable pursuant to conditional property payment 2 ⁽²⁾	1,500,000	-
Total fully diluted	42,647,332	$ 4,895,410	21.09%

⁽¹⁾ shares will be issued upon the definition within 3 years of a 43-101 compliant resource of 1 million measured ounces of gold equivalent (gold + silver) where 1 measured oz = 1 oz; 1 indicated oz = 0.75 oz and 1 inferred oz = 0.50 oz.

⁽²⁾ shares will be issued upon the definition within 5 years of a 43-101 compliant resource of 2 million measured ounces of gold equivalent (gold + silver) where 1 measured oz = 1 oz; 1 indicated oz = 0.75 oz and 1 inferred oz = 0.50 oz.