Incumbents Asked to Facilitate Transition to New Board
TORONTO, Sept. 21, 2012 /CNW/ - Oliver Lennox-King disclosed today that
he has deposited validly completed BLUE proxies voting in favour of the
Lennox-King nominees totaling 62,811,295 common shares as of 5pm
(Toronto time) on September 21, 2012.
These proxies, equal to 50.32% of Roxgold's issued and outstanding share
capital, represent a clear majority of the shares eligible to vote at
the September 25 shareholders' meeting.
As a result of the majority of votes tabled today by Mr. Lennox-King,
the incumbents are asked to take the honourable course for the benefit
of all Roxgold shareholders by immediately starting the transition to
the new board without further squandering shareholders' time and
Mr. Lennox-King said: "We are delighted that so many Roxgold
shareholders recognize that the new board will be a positive force for
change. We look forward to meeting as many shareholders as possible at
next week's annual meeting in Vancouver."
Mr. Lennox-King added: "Now is the time for the old board to do what is
right, the shareholders have spoken. The time has come for them to
stop the spurious legal arguments and allow the new board and
management to begin the process of re-building shareholder value."
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 to facilitate his solicitation of proxies for
the Roxgold meeting for a fee of up to $250,000 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 of Kingsdale.
Roxgold shareholders appointing Mr. Lennox-King as their proxyholder at
the Roxgold meeting may subsequently revoke such appointment in any
manner permitted by law.
Roxgold's address is 1500 - 1199 West Hastings Street, Vancouver,
British Columbia, V6E 3T5.
Mr. Lennox-King has filed this press release and the Amended Concerned
Shareholder Proxy Circular dated as of September 3, 2012, 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.
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.
Shareholders wishing to support Mr. Lennox-King's initiative can still
do so. Please contact Kingsdale Shareholder Services Inc. at 1-866-228-8614
toll-free in North America, or 1-416-867-2272 outside of North America (collect calls accepted); or by
email at email@example.com, for instructions on how to vote their shares.
The amended concerned shareholder proxy circular can be found at www.sedar.com, or by contacting Kingsdale.
SOURCE: Oliver Lennox-King
For further information:
Kingsdale Shareholder Services Inc. at 1-866-228-8614 toll-free in North America, or 1-416-867-2272 outside of North America (collect calls accepted); or by email at firstname.lastname@example.org