Roxgold Inc.

Roxgold Inc.

September 04, 2012 09:30 ET

New Roxgold Team Reminds Shareholders About Today's Conference Call

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 4, 2012) - Roxgold Inc. ("Roxgold" or the "Company") (TSX VENTURE:ROG) wishes to remind shareholders of today's conference call with Mr. Brett Richards, the proposed incoming CEO of the Company, and other Roxgold director nominees at 11:00 a.m. (Vancouver time), 2:00 p.m. (Toronto time).

The aim of the call is to allow shareholders to engage in a dialogue with the new Roxgold team and to answer any questions they have about the new plan for the Company, as set out in the letter to shareholders dated August 27, 2012. A copy of the letter to shareholders, which was sent to all shareholders along with the materials for the upcoming annual general meeting to be held on September 25, 2012, is attached to this news release.

Details for the call are as follows - callers should dial in 5 to 10 minutes prior to the scheduled start time and ask to join the call:

Conference Call Numbers:
Canada & USA Toll Free Dial In: 1-800-319-4610
Outside of Canada & USA call: +1-604-638-5340

A recorded replay of today's conference call will be available at the following numbers:

Conference Call Replay Numbers:
Canada & USA Toll Free: 1-800-319-6413
Outside Canada & USA Call: +1-604-638-9010
Code: 9258 followed by the # sign


Wayne Moorhouse, Chief Financial Officer

This news release may contain forward-looking statements. These statements are based on information currently available to the Company and the Company provides no assurance that actual results will meet management's expectations. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "anticipates", "believes", "could", "estimates", "expects", "may", "shall", "will", or "would". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to such future events and conditions could differ materially from those currently anticipated in such statements for many reasons such as: changes in management, changes in general economic conditions and conditions in the financial markets; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; and other matters discussed in this news release. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. The Company does not undertake to update any forward- looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities laws.

August 27, 2012


Dear Shareholders:

We are writing to you today as part of a new team at Roxgold Inc. (Roxgold or the Company) that will position your Company for a successful future, by delivering sustainable shareholder value. Brett Richards, the incoming CEO of the Company, has unrivalled experience in Burkina Faso, where the Yaramoko gold project is located. Peter R. Jones, our incoming Chairman, has 42 years of operational and corporate governance experience. Our line-up of seasoned professionals will deliver new ideas on operations and governance, while ensuring there is continuity with the Company's achievements to date. Leveraging our previous successes, we will lead this team to implement a clear four-point strategy, set out in this letter, which we believe will create real, sustainable shareholder value.

As you are likely aware, your Company faces a contested election for its board of directors at its upcoming annual general meeting of shareholders (AGM). Your Roxgold team has reached out to the dissident shareholder in order to avoid this proxy contest. Having achieved sweeping change at the Company, we believe a proxy contest is simply a distraction from the important work that lies ahead of us. Your new Roxgold team will continue to keep its doors wide open for any reasonable discussion with the dissident. For now, unfortunately, the dissident has rejected the existing board's overtures, and without an executive team or plan, we are not certain we understand his motives. As such, your vote and early support for the new Roxgold team will have a direct impact on the future of Roxgold and the value of your investment.

We encourage you to carefully review our four-point strategy. We look forward to speaking with each of you and will be announcing a conference call and presentation to shareholders and stakeholders by September.

The AGM of Roxgold will be held at the office of McMillan LLP, Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia on Tuesday, September 25, 2012, at 2:00 p.m. (Vancouver time). We look forward to seeing you then as we open an exciting new chapter in the history of Roxgold.

Vote your GOLD proxy today in favour of stable, focused and experienced leadership.


We recognize that most shareholders do not want a proxy contest. Our team would much rather focus efforts and resources on the future of the Company than on costly quarrels and rhetoric.

With a fresh perspective, we have spent considerable time objectively reviewing the Company's approach to technical activities, management, performance and governance issues. We have poured over Roxgold's results, dialogued with key people at the Company, and have drawn on our own knowledge-base to identify the needs of the Company.

  • Roxgold needs to strengthen its board with technical understanding of mining, geology, corporate governance, finance and management in order to best advance the Company's flagship project in Burkina Faso.

  • Roxgold needs to build management capacity and bring in new skills and new leadership with a proven track record for executing organizational change that is required to transition the Company from exploration into its development stage.

  • Roxgold needs to implement and communicate a plan for the management and developmental activities of the Company in order to achieve superior long-term performance.

  • Roxgold needs to enhance its governance platform by structuring robust committees made up of highly qualified professionals with clearly defined mandates while maintaining institutional continuity.

To tackle these needs, we have implemented sweeping changes by securing outstanding new board candidates and management to strengthen Roxgold's technical and management team and we are already developing new business and governance plans. Most importantly, we have developed and are implementing an actionable four-point strategy to make this Company a winner.


The four-point strategy we have created is unanimously supported by Roxgold's existing board and current management team. It builds upon the progress made to date and focuses on what is needed for the future of your Company. This is our strategy:

1. Strengthen the Board. This strategy involves ensuring continuity while adding more technical, developmental and financial expertise and experience to the board. Your new board will be composed of five top-tier individuals, including the following four new directors:

  • Peter R. Jones has 42 years of senior operational experience as CEO of Hudbay Minerals and as Chairman and CEO of Adanac Molybdenum. He currently sits on the board of resource companies (Victory Nickel, Augyva Mining Resources and Mandalay Resources).

  • John Knowles brings over 25 years of mining finance experience within the mid-cap base and precious metals mining sector having held senior finance and Audit Committee roles for publicly listed mining companies, including significant time spent in West Africa.

  • Gordon Pridham has amassed more than 30 years of executive management experience in a variety of mining related sectors including company management, capital markets, banking, investment banking and corporate advisory services.

  • Brett Richards, who is also set to become the Company's new CEO, has a strong 25-year track record of financial, technical, administrative and political capacity required to take the Company from explorer to developer.

These new nominees, in addition to the continued stability of incumbent director Richard Mazur, a respected geologist, analyst and senior executive with over 30 years experience, will make your board stronger and put the Company in a position to advance the Company's Yaramoko gold project. It will be the mission of the new board to advance projects by leveraging our expanded management capacity and resources for success.

2. Build Management Capacity. This strategy breathes new life into the management team by bringing in recognized mining executive Brett Richards as CEO to lead the management team. Mr. Richards combines mine and company building experience with significant first-hand knowledge of, and relationships in, Burkina Faso and West Africa; as such, he will be critical to helping shareholders realize their investment expectations. Mr. Richards has visited each and every mine in Burkina Faso and understands what it takes to succeed in the country. The Company is fortunate to have secured this experienced leader who has served as CEO of Avocet Mining PLC, as Senior VP at Katanga Mining Limited, in business development at Kinross Gold Corporation, and as Senior VP of Operations at Co-Steel Inc. Mr. Richards brings not only experience managing relationships with governments and other stakeholders, he also brings a real plan for the future. He will be seamlessly supported with the continued assistance of Robert Sibthorpe, the outgoing CEO who was responsible for the discovery of Yaramoko, as VP Exploration.

3. Communicate a Plan. Mr. Richards' vision is to continue to discover and advance the Company's early stage gold exploration properties in highly prospective regions of West Africa in an effort to make Roxgold a world class West African gold exploration company. Using his vast experience, Mr. Richards is developing a full management plan and a revised exploration strategy for the Company. Building on Roxgold's success at its Yaramoko project to date, the management plan will advance mineralised deposits under licence (through exploration, evaluation, engineering, design and construction), and will scope the various stages of project development by gathering information about the full mineral resource potential of each deposit.

The key to the Company delivering value to its shareholders through its projects in Burkina Faso is execution. Mr. Richards knows this first-hand, and the management plan being developed, with critical input from the current Roxgold team, provides for the steps which are absolutely crucial to proper execution:

  • institute an immediate technical overview of the current exploration, drilling and operating activities on the Yaramoko Project in Burkina Faso;

  • review the current organizational structure and capacity to ensure it aligns with the advancement of the Yaramoko Project and the Company's other prospects (Bissa West and Solna);

  • engage stakeholders with ongoing communication (including governments, political contacts, regional and local leaders, and communities) in Burkina Faso; and

  • launch a medium-term action plan that for the advancement of the Yaramoko project.

The Company has the necessary financial resources to execute this plan. It will be a priority moving forward that the management plan be reviewed by the board, the new CEO and management on a regular basis. The fundamentals of this new plan will be clearly explained and communicated in advance of the AGM and as the Company moves forward. Looking ahead, the new team will develop a short-term investor relations strategy to adequately communicate and promote the activities and results of the Company in order to appropriately manage the expectations of capital markets and the investment community.

4. Enhance the Governance Environment. The strengthened board will immediately get to work on establishing a robust corporate governance environment by developing a platform of best corporate governance practices, including the creation of appropriate board committees with clear mandates, policies, controls and risk identification practices. To do this, the new board will rely on extensive governance experience and institutional understanding. The new team will adopt a Company-wide value system focussing on the following six core values:

  • Creative and Entrepreneurial Initiative;
  • Honesty and Professional Integrity;
  • Disciplined, Transparent and Accountable Actions;
  • Mitigation of Risk and Safe Work Practices;
  • Efficient Execution; and
  • Maximum Returns on Investment.

This strategy was presented by Mr. Richards to the current board who wholly and unanimously endorse these initiatives. As part of the newly adopted direction and to facilitate the recruitment of qualified new professionals to implement this strategy, all current directors have voluntarily agreed to cancel 5.075 million stock options granted to them in November 2011 and in March 2012.

To implement this four-point strategy we need you to vote your GOLD proxy.

Without your vote in support of the new Roxgold team, this strategy will not go ahead and Roxgold will be left floundering in the hands of the dissident with no continuity, no relationships in West Africa, and no strategy to address the real needs of the Company.


The Company is at an important crossroad. Now more than ever, experienced, focused, smart, stable and strategic leadership is needed. You are being asked to endorse a highly respected and credible team of directors that is committed to creating sustainable shareholder value, or risk losing momentum and turning the Company over to nominees who don't have the requisite experience, continuity, or necessary plans for the future.

Our director nominees together bring experience and continuity along with a clear four-point strategy that the Company needs at this time.


Supporting the dissident and an all new slate of directors would force the Company to start from scratch with a collection of people that lack the institutional knowledge and established relationships from which the new management team and board will benefit. A wholesale change will cause the Company to lose the momentum it has worked hard to achieve, will cause costly delays in the Company's transition efforts, and will slow any attempts to increase liquidity and maintain valuable relationships with stakeholders. By working closely with the existing board and management team and listening to shareholders, the new Roxgold team will absorb tremendous insight that will, after the AGM, allow us to immediately implement our strategy and lead the Company into its next stage.

Getting in the way of this diligent forward movement is the dissident shareholder who has spent his time circulating irrational news releases. His tactics are creating a financial burden for your Company. The dissident's designs for the Company are not transparent and he does not have the knowledge, continuity, or plans to address the technical, management, performance and governance needs of your Company.

Unlike the dissident, the new Roxgold team represents the interests of ALL shareholders to build on the solid foundation that has already been laid and create great success for Roxgold. We urge you to vote FOR the experienced new Roxgold team by using the enclosed GOLD proxy to implement the new four-point strategy while continuing the momentum and avoiding costly and disruptive delays at this pivotal point.

The deadline for receipt of proxies is 2:00 p.m. (Vancouver time) on Friday, September 21, 2012. You may vote by telephone or Internet, or by signing, dating and returning the enclosed GOLD proxy in the postage-paid envelope provided. If you have any questions and/or need assistance in voting your shares, please call Laurel Hill Advisory Group at 1-877-304-0211 (toll-free) or 1-416-304-0211 (collect) or e-mail at

Your vote is critical, no matter how many shares you own. We thank you, the shareholders of this Company, for your support; we appreciate your patience, share your vision for Roxgold, and look forward to a winning future together.


Brett Richards, Director Nominee and Proposed CEO

Peter R. Jones, Director Nominee and Proposed Chairman


Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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