Roxgold Inc.
TSX VENTURE : ROG

Roxgold Inc.

August 23, 2012 07:00 ET

Roxgold Inc. Announces New Nominee Directors, Chief Executive Officer and Board Chairman

Special Committee and Board approve sweeping changes while ensuring responsible continuity

Brett Richards, proposed new CEO, effective September 25, 2012, and immediately retained as consultant to manage transition

Peter R. Jones, proposed new Board Chairman, effective September 25, 2012

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 23, 2012) - Roxgold Inc. (the "Company") (TSX VENTURE:ROG) is pleased to announce the unanimous approval by its Board of Directors (the "Board") of the nominees to be put forth for election at the upcoming annual general meeting of shareholders to be held on September 25, 2012 (the "Meeting"). The Board also unanimously agreed upon the proposed appointment of Mr. Brett Richards as the new Chief Executive Officer of the Company, and Mr. Peter R. Jones as Chairman of the Board, each to be effective immediately following the Meeting, subject to approval by the new Board. Mr. Richards has been retained immediately to assist in managing the transition. These announcements result from the independent process undertaken by the special committee of the Board (the "Special Committee") to consider the issues raised by shareholders and to reconstitute the Board and management team of the Company in the best interest of all shareholders.

Nominee Directors

The Company will be putting forth the following persons for election as directors at the Meeting:

  • Mr. Peter R. Jones - Director nominee and proposed Chairman of the Board

  • Mr. Brett Richards - Director nominee and proposed Chief Executive Officer

  • Mr. John L. Knowles - Director nominee

  • Mr. Gordon Pridham - Director nominee

Also nominated for re-election to the Board will be Richard Mazur. The Special Committee recommended that a key director continue on the Board to ensure that there is appropriate continuity and preservation of key relationships that are needed by the Company for the next phase of its development. Brief biographies of the director candidates follow at the end of this release.

Proposed Appointment of Brett Richards as New CEO Effective After the AGM, Immediate Appointment to Assist in Managing Transition

Mr. Brett Richards has agreed to serve as the new Chief Executive Officer of the Company, effective on the date of the Meeting and subject to being formally appointed by the new Board. Mr. Richards will work closely with the existing Board and management team in the coming weeks to ensure an immediate and seamless transition to the position of Chief Executive Officer after the Meeting.

As part of his new role, Mr. Richards will immediately engage in a dialogue with current shareholders and stakeholders.

Richard Mazur, Chair of the Special Committee of the Board of Directors of Roxgold, commented: "Mr. Richards brings a wealth and depth of senior level development and operational experience attained throughout his career. Specifically, he has unparalleled experience in Burkina Faso, where he was instrumental as CEO of Avocet Mining in building a leading West African exploration and mining company. To that end, Mr. Richards is uniquely positioned to take the significant grassroots discovery made by Roxgold's exploration team through a transformation from exploration to engineering study(s) / project development / construction and operation."

Robert A. Sibthorpe, CEO of Roxgold added: "The Company has reached a point in its development where it needs to add significant new talent to successfully move to the next stage. I believe that management's director nominees and the appointment of Brett Richards as CEO best positions the Company to execute a strategy to create value. I am pleased to remain involved in the project which I believe has significant upside potential."

Recommendations of the Special Committee

After conducting its review, the Special Committee has also recommended the following to the Board:

  • Immediate cancellation of an aggregate of 5.075 million outstanding stock options that were issued to existing Board members in the second half of 2011 and in 2012;

  • Appointment of Robert Sibthorpe as Vice President of Exploration when Mr. Richards becomes CEO:

    • Mr. Sibthorpe was instrumental in the initial discovery of the Yaramoko deposit and will be a key component to its advancement going forward;

  • Creation of the following Board committees:

    • Audit, Compensation, Corporate Governance and Nominating Committees; and

    • Such other committees of a technical or operational nature as may be required.

In the past year, the Company has made important and deliberate strides to increase the long term value of the Company. The goal of current management and Board has always been to focus on obtaining an independent resource calculation for its Yaramoko property in Burkina Faso and then to establish a team with the track record and capabilities to develop and execute a business plan to the benefit of all shareholders. Now that the Company has met that milestone, as previously promised to its shareholders, the Board will take the steps required to lead the Company into its next phase of development.

Director Biographies

  • Mr. Peter R. Jones is a retired mining executive and Professional Engineer with 40 years of experience in senior operational and project positions at coal, gold, base metal and potash mines. He has also consulted in many countries. Previously Mr. Jones was CEO of Hudson Bay Mining and Smelting Co. for Anglo American, President and CEO of Hudbay Minerals and Chairman and CEO of Adanac Molybdenum. He is a past Chairman of the Mining Association of Canada and in 2006 was named prairie region Entrepreneur of the Year by Ernst and Young. Mr. Jones is an advocate of corporate governance and graduated from the Camborne School of Mines, UK. in 1969. Mr. Jones also serves as a director of several junior mining companies.

  • Mr. Brett Richards has over 25 years of experience in the mining and metals industry, and has a background in developing mining projects at Katanga Mining, and specifically the Inata Mine in Burkina Faso for Avocet Mining PLC. He formerly was the CEO of Avocet Mining for 2 years, and sat on the boards of Avocet Mining PLC and Wega Mining ASA, as well as having directorships for three mining entities in South East Asia. Mr. Richards has developed excellent relationships with all levels of government in Burkina Faso (and other parts of West Africa), and feels strong relationships with all of the Company's shareholders and stakeholders in Burkina Faso is a keystone to success.

  • Mr. Gordon Pridham is an experienced corporate executive with more than 30 years of experience in investment banking, capital markets and corporate finance. He has financed and advised companies in public and private markets across a broad range of industry sectors. He has a background in the natural resources and energy sectors, having worked in the Energy and Minerals group of Chemical Bank and National Bank in New York, Calgary, and Toronto. Most recently, Mr. Pridham acted as Executive Chairman and Interim CEO of US Silver Corporation where he was instrumental in developing and implementing a strategic and operating plan to enhance market presence, improve work force, develop long-term production targets, and identify and execute a consolidation strategy through a merger with RX Gold & Silver Inc.

  • Mr. John Knowles has over 25 years of experience in senior roles in Canada and overseas with Canadian and international resource companies including several years in Ghana, West Africa as finance director with a private gold mining company. Since 2007 he has been President and CEO of Wildcat Exploration Ltd., a mineral exploration company, prior to which he was Executive Vice President and Chief Financial Officer of Aur Resources Inc. From 1996 to 2005 he was Vice President and Chief Financial Officer of Hudson Bay Mining and Smelting Co., Limited and, following its acquisition by Hudbay Minerals Inc., he was Vice President and Chief Financial Officer of Hudbay. Mr. Knowles has been a director of Hudbay since 2009 and he serves on the boards of several public and private companies involved in the resource and bio-pharmaceutical industries. He is a Chartered Accountant and holds a Bachelor of Commerce degree from Queen's University.

  • Mr. Richard Mazur is a Professional Geologist who has held positions in the international exploration and mining industry for over 30 years as a project geologist, financial analyst and senior executive on uranium, gold, base metals, coal and industrial minerals projects in North and South America. Mr. Mazur worked as an analyst for Canamax Resources Inc. from 1985 to 1991 during the development of three Canadian gold mines. Two of these mines, Bell Creek in Timmins, Ontario and the Island mine in Wawa, Ontario are currently in production. Currently he is also a Director of Alto Ventures Ltd., Impact Silver Corp., and Forum Uranium Corp. Mr. Mazur graduated with a B.Sc. in Geology from the University of Toronto in 1975 and obtained an MBA from Queen's University in 1985.

Shareholder Meeting

As shareholders are aware, the Company faces a contested election for its Board at the Meeting. The Company strongly urges all shareholders to carefully review the management information circular which will be mailed to shareholders of the Company in the coming week outlining the plan for Roxgold, and to vote their proxies in favour of the management director nominees, as they represent positive change and new leadership with significant West African experience for the Company during its new phase of growth, while ensuring that continuity remains.

ON BEHALF OF THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF ROXGOLD INC.

Richard Mazur, Chairman of the Special Committee

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.

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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