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 company resources.
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 protected], 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 [email protected]