Roxgold Inc. - Share Structure

May 27, 2009
Capital Structure

		Proceeds	Insider %
Issued and Outstanding	32,708,577		20.15%
Issuable upon exercise of warrants	8,138,500	495,250
Issuable upon exercise of options	2,250,000	225,000
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	45,597,077	$ 720,250	27.34%

⁽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.