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
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
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:
Vice-President, Kingsdale Communications Inc
416 867 2304