Oliver Lennox-King Announces Nominees for Election to the Board of Directors of Roxgold Inc.

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 include:

  • 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 company;

  • 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 shareholders.

"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 Years Number of Roxgold Shares
Oliver Lennox-King
Ontario, Canada
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. 3,829,000
Richard Colterjohn
Ontario, Canada
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 Silver. Nil
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. Nil
Walter Segsworth
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. Nil
Joseph G. Spiteri
Ontario, Canada
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. Nil

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. (2010-ongoing).

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 in 2011.

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 Technological University.

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.

Additional Information

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 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.

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.

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 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

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Oliver Lennox-King

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