ROD.P Rodocanachi Capital Inc.

Rodocanachi Capital Inc. ("Rodocanachi" or the "Corporation")(TSX VENTURE:ROD.P)
wishes to respond to statements contained in the Dissident Proxy Circular dated
October 27, 2011 prepared by Alain Charland and sponsored by Mr. Francois
Marcotte (collectively the "Dissident Shareholder") in connection with the
Corporation's annual general meeting to be held on November 25, 2011.


The Board is concerned that the Dissident Shareholder's Circular may not fully
reflect the intentions of the Dissident Shareholder. The Board is very concerned
that the Dissident Shareholder is attempting to seize effective control of the
Corporation without paying a control premium. Recent events suggest that the
Dissident Shareholder is attempting to take control of the Corporation by all
means at his disposal, including the election of his nominees to the position of
director. 


The vote of all shareholders is important and the Board of the Corporation
recommends that each shareholder cast their vote in favour of electing the
nominees (Richard Besner, Jean-Sebastien Besner, Patrick Belanger, Peter
Graffman, Meyer Bentob and Chandra Panchal) proposed in the management proxy.


Management and the Board of Directors of the Corporation asks that shareholders
carefully consider basis for the recommendation of the Board as supported by the
facts set forth below. 




1.  The nominees proposed by the Dissident Shareholder do not qualify to act
    as directors of the Corporation pursuant to TSX Venture Exchange
    ("TSXV") Policy 2.4 and General Instruction 41-601Q, as amended. This
    should ultimately result in the Corporation being delisted from the TSXV
    pursuant to TSXV Policy 2.9 for being in breach of the Exchange
    requirements. 
    
    
2.  Mr. Marcotte was the representative and a major stakeholder of the
    Groupe Marcotte which failed to obtain TSXV approval for the proposed
    qualifying transaction between the Corporation and the Groupe Marcotte
    described in the Corporation's press release dated August 8, 2011 (the
    "Marcotte QT"). 
    
    
3.  The nominees proposed by the Board have always acted in the shareholders
    best interest and, although none of the qualifying transactions proposed
    so far could be completed, the nominees kept working in order to seek
    alternative transactions and the failure of the proposed qualifying
    transactions is mostly due to the non performance of the other parties,
    (failure to raise the minimum financing and failure to obtain the TSXV
    approval).
    



The Dissident Shareholder states the primary reason to remove the present Board
of directors as being, "The failure to complete three proposed qualifying
transaction after more than 2 years.", while in fact, it is the other parties,
including the Groupe Marcotte, who caused the proposed qualifying transactions
to fail through their non performance.


The Board is working diligently to complete the proposed qualifying transaction
involving the acquisition of a mining interest from Newcastle Minerals Ltd. and
a concurrent private placement, as more particularly described the Corporation's
October 27, 2011 press release.


The current Board and Management collectively have a financial stake of 36% in
the Corporation, by contrast the Dissident Shareholders represent less than 5%
of the company. 


The current Board believes in the latest proposed transaction involving the
acquisition of an interest in Newcastle Minerals Ltd.'s property.


The Dissident Shareholder is well aware of the Corporation's ability to
substantially increase its value. The current Board is concerned that this
attempt to gain effective control of the Corporation, if successful, might
effectively place the reins of power in the Groupe Marcotte's hands and there is
no assurance that this outcome is in the best interests of the Corporation and
its shareholders. We need your support to ensure the attempt to seize effective
control of Rodocanachi is defeated at the November 25, 2011 meeting.


Cautionary Note Regarding Forward-looking Statements 

Certain information in this press release may contain forward-looking
statements. This information is based on current expectations that are subject
to significant risks and uncertainties that are difficult to predict. Actual
results may differ materially from results inferred or suggested in any
forward-looking statements. Rodocanachi assumes no obligation to update the
forward-looking statements, or to update the reasons why actual results may
differ from those reflected in forward-looking statements unless and until
required by applicable securities laws. Additional information identifying risks
and uncertainties is contained in Rodocanachi's filings with the Canadian
securities regulators, which filings are available at www.sedar.com.

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