Urges Shareholders to Vote BLUE Proxy FOR a New, Experienced Board That Is Committed to Maximizing Shareholder Value
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 meeting."
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. Lennox-King.
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
| Present Principal
Occupation and Occupation
for the Previous Five Years
| Number of Shares
Beneficially Owned or
| Oliver Lennox-King(2),
| 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.
| Richard Colterjohn,
| 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.
| 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.
| 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 its affiliates
| (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. (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 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 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 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:
|a)||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;|
|b)||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|
|c)||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 [email protected], 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.