MGold Responds to Dissident Shareholder

MGold Resources Inc. ("MGold" or the "Corporation") (TSX VENTURE:MNI) was made
aware of a dissident proxy circular (the "Dissident Circular") filed on SEDAR on
June 14, 2012 on behalf of Mr. Martin Ellis (the "Dissident Shareholder"). The
Dissident Shareholder concurrently issued a news release (the "Dissident
Release"). MGold wishes to respond to the allegations and incorrect information
contained in the Dissident Circular and the Dissident Release. 


As disclosed by way of news release on March 23, 2012, terminating the option
agreement entered into with Silver Reserve Corp. in respect of the Silver Queen
and Klondyke properties (the "Option Agreement") was a decision motivated by the
protection of shareholders' interest. The exploration results from the Silver
Queen property did not warrant further option payments nor incurring additional
exploration expenditures and the prudent decision at that stage was to preserve
MGold's cash position by terminating the Option Agreement.


Since the termination of the Option Agreement, MGold's management has actively
and diligently been investigating potential precious metal projects in order to
create value for its shareholders. MGold's management is currently pursuing more
advanced opportunities in North America. 


The Dissident Circular states that administrative expenses and, in particular,
compensation paid to a company controlled by Mr. Joel Scodnick, MGold's Chief
Executive Officer, are not justified in the context of the Corporation's
activity level. MGold management vehemently disagrees with this assessment.
During 2011 MGold completed private placements which generated cash proceeds of
$2,297,923. The subscription funds raised exceed the total raised in the
previous three years combined and required considerable time and effort by
MGold's CEO. The proceeds of these placements were used to fund exploration
activities on MGold's properties. The private placements and subsequent
exploration activities also resulted in increased administrative expenses to
support these activities in the third and fourth quarters of 2011 and the first
quarter of 2012. Management also points out that administrative expenses
included investor relations costs of $47,500 for the year ended December 31,
2011 and $8,468 for the first quarter ended March 31, 2012. These costs were
incurred in an effort to increase public awareness of MGold's activities and its
new management and technical team and management continues to believe these
expenses were incurred in the best interest of shareholders. 


Also included in the Corporation's general and administrative expenses is
stock-based compensation that totaled $55,033 for the year ended December 31,
2011 and $37,594 for the three months ended March 31, 2012. Share-based
compensation costs are non-cash expenses and do not deplete the resources
available to MGold to pursue further exploration activities. In summary,
management does agree that general and administrative expenses increased in 2011
and the first quarter of 2012, however, these increases are justified in the
context of MGold's increased activity level, the transition to International
Financial Reporting Standards, increased investor relations activities and
non-cash expenses. Management would direct shareholders to the management's
discussion and analysis and related financial statements for the periods ended
December 31, 2011 and March 31, 2012 for further details.


With regard to the specific assertion that compensation paid to a company
controlled by Mr. Scodnick is excessive, the board of directors would like to
remind shareholders that Mr. Scodnick did not receive any compensation in 2010.
In that year, when cash resources were not available, Mr. Scodnick continued to
work diligently on behalf of MGold's shareholders without remuneration. The
board of directors would like to further point out that the fees paid during the
period referred to by the Dissident Shareholder are consistent with fees paid in
previous years and approved by previous boards of directors and shareholders.
The board of directors believes that these fees are commensurate with industry
norms. Mr. Scodnick and his board/management team are dedicated to MGold's
shareholders and want to see the Corporation succeed and plan to increase
shareholder value significantly by acquiring additional highly prospective and
advanced precious metal properties and by working the Burchell Lake Property to
bring it to a more advanced stage.


The Dissident Shareholder also stated there is a lack of viable mineral
exploration projects being carried by management. This is incorrect as MGold
holds a 100% interest in the Burchell Lake Property ("Burchell") in Northwestern
Ontario. There are significant gold and base metal deposits being developed in
the immediate area surrounding Burchell. Burchell is a prospective exploration
property and the Corporation intends to raise money in the near future to
further explore the potential of this property. Moss Lake Gold Deposit is
located only a few kilometers west of Burchell where a 1.6 million ounce gold
deposit (43-101 compliant, 1.1 million ounces of gold indicated category and
525,000 ounces of gold in the inferred category) has been identified. Tied on to
Burchell's northern boundary is Foundation Resources Inc.'s Coldstream Property
where there is a 43-101 resource estimate of 860,000 ounces of gold (723,276
ounces gold inferred and 96,400 ounces gold indicated). The major structure
identified which hosts the Moss Lake deposit and Foundations Coldstream or more
recently referred to as the Osmani deposit traverses the northwest portion of
Burchell, an area that has not yet been investigated. 


Management wishes to emphasize that the Dissident Shareholder intends to change
MGold into an oil and gas exploration corporation which is a drastic shift and a
denial of the fact that other shareholders invested in a corporation focused on
mineral exploration. Management also wishes to underline that such a change in
the activities of the Corporation will eventually require the approval of the
TSX Venture Exchange and of the Corporation's shareholders thus involving
significant additional costs. 


"The Dissident Shareholder has not produced one shred of evidence that he could
build shareholder value," Joel Scodnick, MGold's President and Chief Executive
Officer, said.


MGold believes that the plans of the Dissident Shareholder are contrary to the
interest of MGold and its shareholders as a shift in MGold's focus towards oil
and gas exploration would void MGold's efforts and resources invested in
identifying potential mining exploration opportunities. 


The Corporation's proxy materials, which include a notice of meeting, management
proxy circular and form of proxy, have been mailed to shareholders of record as
of May 24, 2012 and have also been publicly filed on SEDAR at www.sedar.com. 


MGold urges shareholders to carefully read the management proxy circular and
execute the proxy by voting as recommended by the Board. Voting is a very quick
and easy process that empowers shareholders to state their position and protect
their investment. 


Joel Scodnick, P.Geo., the Corporation's President and Chief Executive Officer
and a qualified person under NI 43-101, has approved the scientific and
technical information contained in this news release. 


About MGold 

MGold is engaged in mineral exploration for precious and base metals. MGold
holds a 100% interest in the Burchell Lake Property which is prospective for
gold, copper, and molybdenum, in the Shebandowan area of Northwestern Ontario.
MGold has 36,144,024 issued and outstanding common shares, and 49,094,296 on a
fully diluted basis.
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