Oliver Lennox-King Responds to Yet Another Manoeuvre by Roxgold's Board to Further Entrench Themselves

TORONTO, July 31, 2012 /CNW/ - Oliver Lennox-King, a significant shareholder of Roxgold Inc. ("Roxgold") (TSX VENTURE: ROG), today responded to the recent decision of the existing board of directors of Roxgold to postpone the record date for Roxgold's upcoming annual general meeting of shareholders, from July 30, 2012 to August 23, 2012.  This is now the third record date set for the 2012 Roxgold annual meeting originally scheduled for July 12, 2012.  The existing Roxgold board previously postponed the annual meeting to September 25, 2012 following Mr. Lennox-King's public announcement of overwhelming shareholder support for his dissident slate of highly qualified and experienced directors.

Mr. Lennox-King said today: "In my opinion, the original decision of the current Roxgold board to postpone Roxgold's annual meeting by two and a half months constituted a stunning betrayal of shareholder rights.  This latest decision by the board to further postpone the record date for the annual meeting appears to be another tactic by a lame duck board seeking to entrench itself at the expense of Roxgold's shareholders."

It was previously announced on July 12, 2012 that Mr. Lennox-King had the support of shareholders representing well in excess of 50% of the outstanding Roxgold shares in favor of his nominees for the board.  "In my view, this current group of directors should be well aware that their time is up, and that the Roxgold shareholders as of the original June 4 record date and the second, now postponed, July 30 record date would have voted overwhelmingly to remove them from office.  In my opinion, this latest attempt by the board to undermine shareholder democracy serves no purpose other than to further delay the inevitable.  The will of the Roxgold shareholders cannot be circumvented through administrative tricks and delay tactics."

As each current director of Roxgold holds a minimum of one million stock options which will expire shortly following the directors being voted out of office, Mr. Lennox-King believes that this latest delay tactic may have been implemented to allow the directors to consider taking further action before the new August 23 record date to prevent their options from expiring.  "The directors have previously seen fit to award themselves an unjustifiable number of Roxgold stock options.  My obvious concern is that the directors might now take any number of improper actions in a desperate attempt to protect their own economic interests, to the detriment of the company and its shareholders."

Mr. Lennox-King expressed concern that the existing board's entrenchment strategy may include an attempted share offering or private placement prior to the new August 23 record date in order to dilute and disenfranchise existing shareholders by placing new stock in friendly hands.  "Roxgold is currently very well-funded, with approximately $34 million on hand in cash and cash equivalents - an amount equal to almost half its current market cap", Mr. Lennox-King said.  "Even Roxgold itself admits, on the home page of its website, that it is well capitalized to fund its aggressive 2012 exploration program.  In my opinion, any placement at a time when the Roxgold shares are trading at one-third the value of the last Roxgold share offering in March 2012 cannot possibly be in the best interests of Roxgold or its shareholders. On these facts, and in light of the proxy contest underway, any proposed share issuance would obviously be for the single and improper purpose of defeating the desire of Roxgold's shareholders to replace the board."

Finally, Mr. Lennox-King expressed his concern that "As a final defensive measure, this board may decide to unilaterally offer modifications to its ranks or to the company's management team in advance of the annual meeting".  Mr. Lennox-King commented that: "In my view, such board reshuffling will not satisfy the will of Roxgold's shareholders to move forward with a new board comprised of highly qualified and experienced directors who will promote superior operating performance and governance to enhance value for all shareholders.  Cloaking the current Roxgold board with a veil of respectability will do nothing to alleviate the underlying concerns that will continue."  Mr. Lennox-King continued: "It would also be highly inappropriate for the current Roxgold board to pre-empt the board to be elected by the shareholders at the September 25 annual meeting by making any senior management changes at this time and during the currency of the proxy contest.  I would hope that any credible and reputable senior management candidate would not get drawn into that position."

"My goal remains to bring superior operating performance, governance, and discipline to Roxgold to enhance value for all shareholders", Mr Lennox-King stated.  Mr. Lennox-King reiterated that he fully intends to take all steps necessary to protect the interests of all shareholders from any further abuse by the current Roxgold board and to hold the current board liable for any actions taken to further their own interests.

Forward-Looking Statements

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 Mr. Lennox-King's nominees to the Roxgold board 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 Mr. Lennox-King's 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

For further information:

Media Contact:
Bernard Simon
Vice-President, Kingsdale Communications Inc
bsimon@kingsdalecommunications.com
416 867 2304

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Oliver Lennox-King

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