Urges Shareholders to Vote BLUE Proxy FOR a New, Experienced Board That Is Committed to Maximizing
TORONTO, Sept. 18, 2012 /CNW/ - Oliver Lennox-King responded today to
the misleading news release issued on September 16, 2012 by Roxgold
Inc. ("Roxgold"). This latest release failed to disclose that, in
response to the ill-conceived Roxgold settlement proposal referred to
in the release, Mr. Lennox-King made a highly conciliatory
counter-proposal on Friday, September 14 in an attempt to resolve the
ongoing proxy contest, and it was flatly rejected by Roxgold.
Mr. Lennox-King's counter-proposal included the following key terms:
three of the new Roxgold nominees, Messrs. Richards, Pridham and
Knowles, would be added to Mr. Lennox-King's slate of directors
Mr. Richards would be given careful consideration for the CEO position
at Roxgold as soon as the new Board takes office.
Mr. Lennox-King said: "We have communicated to Mr. Richards on more than
one occasion that, if he is the best candidate for the job, he will
become CEO, without any reservation whatsoever. However, I have always
believed that the selection of the CEO is a critical decision that
cannot properly be made in the heat of a time pressured proxy contest".
In the Roxgold press release, the Roxgold slate also suggests that
solicitation of proxies by public broadcast is not permissible under
the laws of British Columbia. This public broadcast exemption is
widely used in Canadian proxy contests and has been used by Mr.
Lennox-King repeatedly since early July. Yet the Roxgold board sought
to surprise Mr. Lennox-King by questioning, for the very first time
last week, his ability to make use of the exemption under British
Columbia law. Counsel to Roxgold was advised by counsel to Mr.
Lennox-King when this issue was first raised last week that two of
Canada's leading law firms, one of which is headquartered in Vancouver,
British Columbia, have advised Mr. Lennox-King that the public
broadcast exemption is in fact clearly and unquestionably available to
him under British Columbia law, as it is elsewhere in Canada. A third
leading British Columbia corporate and securities law firm, retained on
September 17 by Mr. Lennox-King for securities and litigation advice,
also confirmed the clear right of Mr. Lennox-King to make use of the
public broadcast exemption. The Roxgold press release is misleading to
investors by making it appear that this is a serious issue when, in
fact, the opposite is true.
Said Mr. Lennox-King: "Several shareholders communicated to me yesterday
their concern that the Roxgold incumbents may attempt to rely upon
highly questionable legal advice in an attempt to disregard the
numerous proxies that have been delivered to me to implement change at
the September 25 meeting. I find it hard to believe that any credible
group of business executives would be prepared to take on the serious
legal and reputational risks inevitably associated with such a
strategy. I would hope that, as shareholders, we can trust the Roxgold
board and its slate of proposed nominees to act fairly and in an
unbiased manner at the September 25 meeting, count the proxies tabled
for each slate and let the winning slate move forward to create value
for the shareholders. I remain highly confident that my slate will be
elected on September 25 and shareholders will be richly rewarded for
placing their trust and confidence with us. Nevertheless, if any
Roxgold shareholders are concerned about possible impropriety at the
meeting, I would encourage these shareholders to contact Roxgold
management directly and discuss these matters well in advance of the
Mr. Lennox-King has nominated Oliver Lennox-King, Walter Segsworth,
Jonathan Rubenstein, Richard Colterjohn and Joseph Spiteri for election
as directors of Roxgold. Each of these nominees is highly qualified
and has a wealth of mining and public company governance experience.
Proxies in favour of the election of Mr. Lennox-King's nominees are
being publicly solicited by way of this press release by Mr.
Your vote is crucial. Please refer to the instructions in the circular
and sign, date and return the enclosed BLUE proxy no later than
September 21, 2012 at 12:00 p.m. (Toronto time). Even if you have
previously signed a management proxy form, the more recent proxy
automatically revokes the earlier one.
Information and Biographies of Lennox-King Nominees
The table below sets out, in respect of each of Mr. Lennox King's
nominees to the Roxgold board, 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 September 3, 2012. Additional
biographical information of each of Mr. Lennox-King's nominees is
provided below the table.
Name and Province or State
and Country of Residence of
Occupation and Occupation
for the Previous Five Years
Number of Shares
Beneficially Owned or
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 Silver.
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,
(1) None of the Lennox-King Nominees has been or is currently a director
of the Company, nor has any of the
nominees held any other position or office with the Company or any of
(2) Mr. Lennox-King was a director of Unisphere Waste Conversion Ltd.
("Unisphere"), an environmental solutions
corporation listed on the TSX Venture Exchange. He resigned as a
director of Unisphere in February 2005, shortly
before Unisphere filed a "Notice of Intention" to make a proposal to its
creditors under the Bankruptcy and Insolvency
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 which operates a gold mine in Senegal. 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. He played a key role in the
successful defence of MAG Silver Corp from a hostile bid from Fresnillo
plc in 2009. As a an investment banker, Mr. Colterjohn has experience
financing mining companies in Africa where he played a critical role in
the sale of Bulyanhulu to Barrick Gold. 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 significant 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. (which owned the
Bulyanhulu gold deposit and the Kabanga and Kagera nickel projects in
Tanzania) by Barrick Gold Corporation in 1999. Between 1990 and 1999,
Mr. Rubenstein was active in Tanzania, including working on reform to
the Tanzanian mineral law regime and the form of their first fiscal
stability agreement. 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. Mr. Segsworth was a mining
engineer working with the exploration staff in Katanga, Africa. He also
managed a small operating tungsten mine in Kivu. He 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 20 years of
experience in managing site reviews and due diligence of mining
companies in many parts of Africa, including the Tarkwa Mine in Ghana,
Yatela and Sadiola Gold Mines in Mali, the Bulyanhulu Project in
Tanzania and the Essakane, Sega and Kalsaka projects in Burkina Faso,
among others. 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.
Except as disclosed above, none of the Lennox-King Nominees is
currently, or has been, within the previous ten years, a director or
executive officer of any company that, while acting in that capacity:
was the subject of a cease trade or similar order or an order that
denied the relevant company access to any exemption under securities
legislation for a period of more than 30 consecutive days;
was subject to an event that resulted, after ceasing to be a director or
executive officer of the relevant company, in the company being subject
to a cease trade or similar order or an order that denied the relevant
company access to any exemption under securities legislation, for a
period of more than 30 consecutive days; or
within a year of ceasing to act in the capacity of a director or
executive officer made a proposal or was subject to or instituted any
proceedings, arrangement or compromise with creditors or had a receiver
appointed to hold its assets.
None of the Lennox-King Nominees has, within the previous 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
the proposed director.
Each Lennox-King Nominee has delivered a consent to Mr. Lennox-King
consenting to serve as a director of Roxgold, if elected.
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.
The address of Roxgold 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.
SOURCE: Oliver Lennox-King
For further information:
Shareholders wishing to support Mr. Lennox-King's initiative should contact Kingsdale Shareholder Services Inc. ("Kingsdale") 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, for instructions on how to vote their shares. Copies of the Amended Concerned Shareholder Proxy Circular can be found at www.sedar.com or by contacting Kingsdale.