TORONTO, Aug. 16, 2012 /CNW/ - Oliver Lennox-King, a significant shareholder of Roxgold Inc. ("Roxgold") (TSXV: ROG), responded today to the recent announcement by Roxgold's existing board of directors that it has established a special committee to "independently and objectively consider the issues raised by Roxgold shareholders". Mr. Lennox-King has previously announced that shareholders representing well in excess of 50% of the outstanding Roxgold shares favour his dissident slate of nominees for the Roxgold board.
Certain statements made by the existing board in its August 14 news release require clarification.
- The existing board states that "the attempts to negotiate with Mr. Oliver Lennox-King have not yielded a solution…". In fact, the existing Roxgold board ignored Mr. Lennox-King's latest proposal tabled on August 3, 2012 until August 14, 2012. Their "attempt to negotiate" then consisted of acknowledging receipt of the proposal and announcing the creation of the special committee.
- The existing board also implies that Mr. Lennox-King has demanded that Roxgold sever all connections with existing directors and management as part of any settlement. This implication is entirely inconsistent with the truth. Despite shareholders' overwhelming - and growing - support for his initiative, Mr. Lennox-King has made it clear to the existing board that he believes it to be in the best interests of Roxgold and its shareholders to avoid the inevitable distraction and unnecessary costs of a drawn out proxy battle if a reasonable compromise can be reached. Accordingly, Mr. Lennox-King's August 3 proposal expressly contemplates, among other things, the continued service of one of the existing independent directors as well as a consulting arrangement for the current CEO once the new board identifies and appoints a replacement CEO to lead the new Roxgold.
Mr. Lennox-King said: "I am extremely disappointed that despite my efforts, the Roxgold board continues to stonewall any attempt at a reasonable compromise that even begins to effect a meaningful change in the composition of the board. Instead, they have chosen to strike committees and spend further time and shareholders' money on what I believe is obviously a losing battle."
Mr. Lennox-King continued: "Shareholders have patiently awaited the opportunity to exercise their democratic rights, and it is clear to me that they now intend to overwhelmingly vote for real change at Roxgold." Since Mr. Lennox-King first announced the overwhelming support for his dissident slate of directors, the existing board has postponed the company's annual meeting by two and a half months to September 25, 2012. Most recently, it has pushed back the record date for a third time to August 23, 2012. "Shareholders continue to feel disenfranchised in light of the current board's aggressive delay tactics", Mr. Lennox-King added. "They have waited more than two months for the existing board and management to respond to the strong and growing sentiment for change."
Mr. Lennox-King also raised specific objections with respect to the constitution of the special committee. He said: "The current board is trying to suggest that a special committee composed solely of the three existing independent directors will be capable of objectively charting a new path for Roxgold in the interests of all shareholders. Yet this is the same group of directors who oversaw the excessive stock option grants and general mismanagement that have plagued Roxgold and have brought on the current proxy contest." Furthermore, each of the current independent directors holds a minimum of one million stock options which will expire shortly after the existing board is voted out of office. "My obvious concern remains that this group of individuals will be unable to ignore their economic self-interest while purportedly crafting a long-term strategic vision for Roxgold. For obvious reasons, I believe this strategic undertaking can only be appropriately carried out by the new board to be elected at the September 25 annual meeting".
"My goal remains to bring superior operating performance, governance, and discipline to Roxgold to enhance value for all shareholders", Mr Lennox-King said. "The demonstrated skills and experience of my proposed slate of directors will give Roxgold the resources it needs to move forward effectively with its flagship Yaramoko gold discovery in Burkina Faso. An overwhelming majority of Roxgold's shareholders are sending this message loud and clear. It is long past time for the existing board to hear them."
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