TORONTO, July 9, 2012 /CNW/ - Oliver Lennox-King, a significant
shareholder of Roxgold Inc. ("Roxgold") (TSX VENTURE: ROG), announced
today his five nominees (the "Lennox-King Nominees") for election as
directors of Roxgold at Roxgold's annual general meeting of
shareholders scheduled to be held on July 12, 2012. Proxies in favour
of the election of the Lennox-King Nominees are being publicly
solicited by way of this press release by Mr. Lennox-King.
The Lennox-King Nominees are Oliver Lennox-King, Walter Segsworth,
Jonathan Rubenstein, Richard Colterjohn and Joseph Spiteri. Each of
these nominees is highly qualified and has a wealth of mining sector
and public company governance experience.
Mr. Lennox-King also announced today that he currently holds proxies
from Roxgold shareholders that, together with Mr. Lennox-King's shares,
represent an aggregate of 34,764,730 Roxgold common shares or
approximately 28.5% of the issued and outstanding shares entitled to
vote at the Roxgold meeting. Mr. Lennox-King announced that such
proxies were previously obtained by way of private solicitation of a
limited number of Roxgold shareholders in compliance with all
applicable securities laws.
"I am seeking to improve Roxgold's performance. With the newly
strengthened board in place, I am confident in our ability to stop the
rapid erosion in shareholder value we all have suffered over the last
four months and get back to creating meaningful returns for our
shareholders", Mr. Lennox-King said. "In my view, an exciting discovery
has been undermined by poor stewardship by the incumbent administration
and has resulted in a lack of market confidence." Specific concerns
Technical Concerns: Serious execution deficiencies relating to the advancement of Roxgold's
flagship Yaramoko gold project in Burkina Faso, including: a persistent
assay backlog which has compromised timely feedback for guiding
drilling and regional exploration activities and inadequate initiatives
to address this backlog; lack of systematic, scientific approach to
drill hole sequencing, including unnecessary high risk "Hail Mary" type
wide step-out holes; and a lack of timely initiation of other critical
project evaluation and community engagement activities;
Management Concerns: Failure to recruit and develop an experienced senior management team and
technical staff to advance the Yaramoko project from discovery phase to
evaluation phase. Roxgold still has only one senior geologist operating
on a rotation basis, and management remains reliant on local geologists
and contractors to undertake roles that should be undertaken by the
Governance Concerns: Since the incumbent board joined Roxgold in late 2010, the board has
awarded approximately 12.5 million options, despite the fact that
Roxgold had only 13.5 million shares outstanding in total as recently
as October 26, 2010. This rapid issuance of options by the current
board has resulted in more than 98% of available options under the
company's rolling 10% stock option plan having now been utilized,
during a period in which the shares outstanding have increased by
nearly ten times, to 122.0 million shares as of June 4, 2012.
Incredibly, the existing board has not only issued options at such an
excessive rate, but has also seen fit to grant most of these stock
options to themselves, while at the same time the non-executive
directors paid themselves aggregate cash bonuses of $240,000 in FY2011
and also paid the CEO an additional $113,000 for serving as a director.
By issuing almost the entirety of available stock options largely to
their own benefit, the existing board has seriously hampered Roxgold's
ability to recruit and develop an experienced senior management team
and technical staff; and
Share Price Performance: Roxgold's share price has fallen from $2.27 on March 5, 2012, to $0.56
on July 6, 2012, a decrease of 75.3% in just over four months.
Mr. Lennox-King and the shareholders that have delivered their proxies
to him firmly believe that the election of the Lennox-King Nominees
will set Roxgold on a more disciplined technical course of action which
will result in substantial operational improvements. The Lennox-King
Nominees bring extensive experience in the fields of geology,
international mining and development, the administration of public
companies, corporate development, corporate governance and capital
markets. "Our goal is to bring superior operating principles and
methods, governance, and discipline to maximize value for all
shareholders", Mr Lennox-King said. The skills of the Lennox-King
Nominees will give Roxgold the resources to effectively evaluate and
define its flagship Yaramoko gold discovery in Burkina Faso.
As a holder of 3.829 million Roxgold shares, Mr. Lennox-King's economic
interests are keenly aligned with the interests of other Roxgold
"We have no time to waste in implementing these critical changes" said
Mr. Lennox-King. "The shareholders whose proxies I hold and I believe
it is critical that these changes be implemented quickly to allow
Roxgold to turn the page. We will act as aggressively as required if
the existing Roxgold board takes any actions to delay the July 12
meeting or to otherwise entrench itself or attempt to disenfranchise me
and the other Roxgold shareholders whose proxies I hold."
Information and Biographies of Lennox-King Nominees
The table below sets out, in respect of each Lennox-King Nominee, the
nominee's name, province or state and country of residence, the
nominee's principal occupation, business or employment within the five
preceding years, and the number of Roxgold shares beneficially owned,
or controlled or directed, directly or indirectly, by such nominee as
of July 6, 2012. Additional biographical information of each
Lennox-King Nominee is provided below.
Lennox-King Nominee and Province or State and Country of Residence
Principal Occupation, Business or Employment within the Five Preceding
Number of Roxgold Shares
Former chairman of Fronteer Gold from 2003 until acquired by Newmont
Mining in 2011; former chairman of Pangea Goldfields, former chairman
and founder of Southern Cross. Director of CGX Energy from 1998 to
2012. Mr. Lennox-King has been the Chairman of XDM Resources since 2007
and has been a director of Teranga Gold since 2010.
Managing Partner at Glencoban Capital Management Inc., a merchant
banking firm, since 2002. Founder, president, CEO and director of
Centenario Copper Corporation 2004 to 2009; director of Cumberland
Resources Ltd 2003 to 2007; director of Explorator Resources Ltd 2009
to 2011. Former investment banker with focus on mining sector. Mr.
Colterjohn currently serves as a director of AuRico Gold Inc. and MAG
Jonathan A. Rubenstein
British Columbia, Canada
Corporate Director of Aurelian Resources September 2006 to August 2008;
director of Cumberland Resources Ltd. from 1983 to 2007; director of
Redcorp Ventures, from 2000 to 2007. Former lawyer in private practice,
with focus on corporate and securities law. Mr. Rubenstein is currently
Chairman of MAG Silver and a director of Eldorado Gold, Detour Gold,
Troon Ventures and Rio Novo Gold.
British Columbia, Canada
Mining engineer and former chairman of Centenario Copper, former
chairman of Cumberland Resources, former chairman of Explorator
Resources, former president, COO and director of Homestake Mining,
former president, CEO and director of Westmin Resources. Mr. Segsworth
is currently lead director of Pan American Silver and director of
Gabriel Resources and NovaCopper.
Joseph G. Spiteri
Independent mining consultant. Director of AuRico Gold May 2010 to
October 2011 and again as of May 2012 and Marathon Gold since November
2010, formerly a mining executive (1976-95) with Campbell Resources,
Lac Minerals, Northgate Explorations, and Placer Dome with
responsibilities ranging from mine geologist, evaluation engineer,
chief geologist, projects manager, general manager operations, director
of evaluations and corporate development, and vice-president.
If elected, each Lennox-King Nominee will hold office until the next
annual general meeting of Roxgold shareholders, or until a successor is
duly elected or appointed. None of the Lennox-King Nominees has been or
is currently a director of Roxgold, nor have any of the Lennox-King
Nominees held any other position or office with Roxgold or its
affiliates. Each of the Lennox-King Nominees is qualified to be a
director under the Business Corporations Act (British Columbia) and has consented to act as a director of Roxgold.
Oliver Lennox-King: Mr. Oliver Lennox-King served as the Non-Executive Chairman of the Board
of Fronteer Gold Inc. until it was acquired by Newmont Mining
Corporation on April 6, 2011, and is a Director of Teranga Gold
Corporation. Until the initial public offering of Teranga, Mr.
Lennox-King served on the board of Mineral Deposits Limited, but did
not stand for re-election at the November 2010 Special and Annual
General Meeting of MDL. Mr. Lennox-King has over 30 years of experience
in the mineral resource industry and has a wide range of experience in
financing, research and marketing. He has spent the last 17 years in
executive positions and directorships with junior mining companies. He
was instrumental in the formation of Southern Cross Resources Inc. in
1997. Mr. Lennox-King was formerly President of Tiomin Resources Inc.
from 1992 to 1997. From 1980 to 1992, he was a mining analyst in the
Canadian investment industry. From 1972 to 1980, he worked in metal
marketing and administrative positions at Noranda Inc. and Sherritt
Gordon Ltd. Mr. Lennox-King graduated with a bachelor of commerce from
the University of Auckland, New Zealand.
Richard Colterjohn: Mr. Richard Colterjohn, B. Comm., MBA, has been a Managing Partner of
Glencoban Capital Management Inc., a merchant banking firm, since 2002.
He has over 20 years of involvement in the mining sector, as an
investment banker, director and operator. Prior to co-founding
Glencoban Capital, he served as a Managing Director at UBS Bunting
Warburg from 1992 to 2002, where he was Head of Mining Sector
investment banking activities in Canada. In 2004, he founded Centenario
Copper Corporation and served as the President and CEO and a director,
until the sale of the company in 2009. Mr. Colterjohn has served on the
boards of six additional publicly traded mining companies, including:
Canico Resource Corp (2003-2005); Cumberland Resources Ltd.
(2003-2007); Viceroy Exploration Ltd. (2004-2006); Explorator Resources
Ltd. (2009-2011); MAG Silver Corp. (2007-ongoing); and AuRico Gold Inc.
Jonathan A. Rubenstein: Mr. Jonathan A. Rubenstein is a professional director, serving on the
boards of several publicly listed mining companies, including MAG
Silver (as Chairman), Detour Gold Corporation, Eldorado Gold
Corporation, Troon Ventures Ltd. and Rio Novo Gold Inc. Mr.
Rubenstein's career in the mining sector has included playing a key
role during the acquisition of Aurelian Resources Ltd. by Kinross Gold
Corporation in 2007, Cumberland Resources Ltd. by Agnico-Eagle Mines
Ltd. in 2006, Canico Resource Corp. by Companhia Vale do Rio Doce in
2005 and Sutton Resources Ltd. by Barrick Gold Corporation in 1999. Mr.
Rubenstein obtained his Bachelor of Arts degree from Oakland University
and an LL.B. from the University of British Columbia. He practiced law
until 1994. Mr. Rubenstein obtained his Accredited Director designation
Walter Segsworth: Mr. Walter Segsworth, P.Eng., is a director of Pan American Silver,
Heatherdale Resources, Gabriel Resources Ltd., NovaCopper Inc., Alterra
Power Corp. and Telus World of Science. Mr. Segsworth has 40 years of
experience in mining in Canada and overseas and has served as a senior
officer of several mining companies including Westmin Resources, where
he was President and CEO, and Homestake Mining Company, where he was
President and COO. Mr. Segsworth is currently lead independent director
of Alterra Power Corp. and Pan American Silver. Mr. Segsworth is past
Chairman of both the Mining Associations of British Columbia (BC) and
Canada and was named BC's Mining Person of the year in 1996. He
received his bachelor of science in mining engineering from Michigan
Joseph G. Spiteri: Mr. Joseph G. Spiteri, P.Geo., is an independent mining consultant. His
commissions have included the evaluation of world-class deposits and
operations in Canada and abroad. Mr. Spiteri has over 35 years of
experience in advanced stage exploration, ore reserve estimation,
feasibility, construction, operations and acquisitions. Prior to
becoming a consultant, he held management or executive positions with
Dome Mines Group, Placer Dome Incorporated, Northgate Explorations
Limited, Lac Minerals Limited and Campbell Resources Incorporated. Mr.
Spiteri obtained his Bachelor of Science Degree from the University of
Toronto in 1976. He is a member of CIM and The Association of
Professional Geoscientists of Ontario. From April 2010 to November 2010
Mr. Spiteri served as a director of Marathon PGM Corporation. From
November 2010 to present Mr. Spiteri also served as a director of
Marathon Gold Corporation. Mr. Spiteri served as a director of AuRico
Gold Inc. (formerly Gammon Gold Inc.) between May 2010 and October 2011
and as of May 25, 2012, continues to serve as a director on the board
of AuRico Gold Inc.
None of the Lennox-King Nominees is currently, or has been within the
past ten years, (A) a director, chief executive officer or chief
financial officer of any company that (i) was subject to an order that
was issued while such person was acting in the capacity as director,
chief executive officer or chief financial officer, or (ii) was subject
to an order that was issued after such person ceased to be a director,
chief executive officer or chief financial officer and which resulted
from an event that occurred while such person was acting as a director,
chief executive officer or chief financial officer, or (B) a director
or executive officer of any company that, while such person was acting
in such capacity, or within a year of such person ceasing to act in
such capacity, became bankrupt, made a proposal under any legislation
relating to bankruptcy or insolvency or was subject to or instituted
any proceedings, arrangement or compromise with creditors or had a
receiver, receiver manager or trustee appointed to hold its assets.
None of the Lennox-King Nominees has within the past ten years become
bankrupt, made a proposal under any legislation relating to bankruptcy
or insolvency, or become subject to or instituted any proceedings,
arrangement or compromise with creditors, or had a receiver, receiver
manager or trustee appointed to hold the assets of such person. None of
the Lennox-King Nominees has been subject to (1) any penalties or
sanctions imposed by a court relating to securities legislation or by a
securities regulatory authority or has entered into a settlement
agreement with a securities regulatory authority or (2) any other
penalties or sanctions imposed by a court or regulatory body that would
likely be considered important to a reasonable securityholder in
deciding whether to vote for such person.
Mr. Lennox-King is publicly soliciting proxies for the Roxgold meeting
in reliance upon the public broadcast exemption to the solicitation
requirements under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations. The information that follows in this section is provided in accordance
with securities laws applicable to public broadcast solicitations.
This solicitation is being made by Mr. Lennox-King, and not by or on
behalf of the management of Roxgold. Mr. Lennox-King will bear all
costs and expenses associated with this solicitation. Mr. Lennox-King
has retained Kingsdale Shareholder Services Inc. ("Kingsdale") to
facilitate this solicitation for a fee of up to $175,000 for its
services plus disbursements on the successful completion of Mr.
Lennox-King's solicitation. Mr. Lennox-King will seek to be reimbursed
by Roxgold for his out of pocket expenses in connection with the
solicitation of proxies for the Roxgold meeting, including those costs
Roxgold shareholders appointing Mr. Lennox-King as their proxyholder at
the Roxgold meeting may subsequently revoke such appointment in any
manner permitted by law.
The address of Roxgold is 1500 - 1199 West Hastings Street, Vancouver,
British Columbia, V6E 3T5.
Mr. Lennox-King has filed this press release, containing the information
required by section 9.2(4)(c) of National Instrument 51-102 - Continuous Disclosure Obligations and Form 51-102F5 - Information Circulars, in respect of the Lennox-King Nominees on Roxgold's company profile on
SEDAR at http://www.sedar.com.
Davies Ward Phillips & Vineberg LLP is legal counsel to Mr. Lennox-King
and Will Ansley is providing consulting services to Mr. Lennox-King in
connection with this matter.
Certain statements in this press release contain forward-looking
information within the meaning of applicable securities laws in Canada
("forward-looking information"). The words "anticipates", "believes",
"budgets", "could", "estimates", "expects", "forecasts", "intends",
"may", "might", "plans", "projects", "schedule", "should", "will",
"would" and similar expressions are often intended to identify
forward-looking information, although not all forward-looking
information contains these identifying words.
The forward-looking information in this press release includes, but is
not limited to: the nomination and election of the Lennox-King Nominees
and replacement of Roxgold's current directors; the timing and holding
of the Roxgold meeting; and the future prospects of Roxgold.
In connection with the forward-looking information contained in this
news release, Mr. Lennox-King has made numerous assumptions. While Mr.
Lennox-King considers these assumptions to be reasonable, these
assumptions are inherently subject to significant uncertainties and
contingencies. Additionally, there are known and unknown risk factors
which could cause actual results, performance or achievements to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking information
contained herein. Known risk factors include, among others, that the
Lennox-King Nominees may not be elected to the board of Roxgold.
All forward-looking information in this press release is qualified in
its entirety by this cautionary statement and, except as may be
required by law, Mr. Lennox-King undertakes no obligation to revise or
update any forward-looking information as a result of new information,
future events or otherwise after the date hereof.
SOURCE Oliver Lennox-King