RX Exploration Inc.
TSX VENTURE : RXE
OTCQX : RXEXF

June 23, 2011 12:51 ET

RX Exploration Announces Glass Lewis Recommendation That Shareholders Vote for the RXE Nominees on the BLUE Proxy

TORONTO, ONTARIO--(Marketwire - June 23, 2011) - RX EXPLORATION INC. ("RXE" or the "Company") (TSX VENTURE:RXE)(OTCQX:RXEXF) today announced that Glass Lewis & Co. ("Glass Lewis") has recommended that it's clients vote FOR the RXE nominees on the BLUE proxy.

Glass Lewis is a leading independent international corporate governance analysis and proxy voting firm. Its recommendations assist shareholders in making decisions regarding proxy voting decisions.

In recommending that its clients vote FOR the RXE nominees on the BLUE proxy, Glass Lewis stated:

  • "In particular, we note the strategic component of the Dissident's position relies heavily on the notion that the board's judgment should be supplanted by the Dissident's, based in part, on the lack of sufficiently qualified nominees on the management slate. Nevertheless, we find little weight in this determination, as Mr. Agro is a former executive of Kinross Gold Corp. and Messrs. Blasutti and Davidson were employed as senior executives at Barrick Gold Corporation, the largest producer of gold in the world. Given that it is intended Mr. Blasutti would serve as the president and CEO of the Company, we consider the prospective board members and executives of RXE would be appropriately experienced to efficiently implement the Company's strategy. Further, we remain unconvinced that the Dissident has firmly established the Company's current strategy [the RXE value creation plan] will be value destructive, or that the Dissident strategy will offer superior value to shareholders."

  • "Nevertheless, we also note the Dissident does not offer a codified plan to address any of these governance concerns, stating only an intention to bring 'real accountability' at the board level. While we support this notion, we greet this statement with a degree of skepticism given that Mr. Nye is the longest serving incumbent board member by a significant margin and, we expect, has been in a position to effect serious governance change over the course of the last decade. As a result, we believe it is reasonable to question whether the Dissident nominees, including Mr. Nye, are likely to serve as material impetus for change in RXE's governance practices going forward."

  • "Strategically, we believe there is limited cause to support the Dissident's view, as the Dissident continues to fail to provide any empirical support for its concerns, with the exception of largely unsubstantiated claims regarding costly large-core drills. By contrast, it appears the management nominees [the RXE nominees] have appropriate experience and knowledge to further implement the Company's current strategy, which is codified in RXE's amended management information circular."

To provide clarity with respect to the important issue of the independence of the RXE nominees, as raised by Glass Lewis in its report, RXE can confirm that if elected the new RXE nominees will be independent directors of the Company, other than Darren Blasutti who would serve as RXE's President and CEO, in addition to his role as a director. The new RXE nominees came to the Company as independents and following their willingness to act as directors were retained by the Special Committee (without salary) as consultants to the Special Committee in order to enable frank and open discussion during the proxy contest. At the time they are elected to the board, each of the new RXE nominees will no longer be acting in a consulting capacity and, other than Mr. Blasutti in his role of President and CEO, will be independent of the Company.

"Glass Lewis represents important, independent support for our view that shareholders should vote the BLUE proxy," said John O'Donnell, Chairman of RXE, and Chairman of the Special Committee of the board. "Now it is crucial for all shareholders to actually deliver their proxies, no matter how large or how small. We need this support so that RXE's new team can start building a world-class mining company that creates long-term sustainable value for all shareholders."

Voting Instructions

RXE recommends that shareholders vote only the BLUE proxy FOR the RXE nominees as the primary step towards real value creation. A completed BLUE proxy will replace any previously voted proxy – dissident or the original Management proxy mailed in May.

In order to be counted at the Annual and Special Meeting of Shareholders, the BLUE proxy should be voted well in advance of the proxy voting deadline of July 4, 2011 at 4:30 p.m. (Toronto time). Please do not attempt to mail your proxy unless you have no other alternative. Shareholders who require assistance voting the BLUE proxy should please contact Laurel Hill Advisory Group at 1-877-304-0211 or by e-mail at assistance@laurelhill.com.

The vote will take place at the adjourned Annual and Special Meeting of Shareholders on July 6, 2011 at 4:30 p.m. (Toronto time) at the Ontario Bar Association Conference Centre, Salon 3, 20 Toronto Street, Toronto, Ontario M5C 2B8.

About RX Exploration Inc.

RX Exploration Inc. is a gold exploration company whose strategy is to re-examine gold and silver projects within North America that have previously reached advanced exploration, underground development or past gold or silver production. The Company is currently focused on re-starting production from its Drumlummon Mine, a past producing high-grade, bonanza-type, epithermal underground gold and silver mine in Montana.

The Company's shares are listed on TSX-V (Symbol: RXE) and on the OTCQX (Symbol: RXEXF). There are 160,438,980 common shares issued and outstanding.

Cautionary Statement Regarding Forward Looking Information

This press release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information includes, but is not limited to, the Company's expectations, intentions, plans and beliefs with respect to, among other things, the Drumlummon property. Often, but not always, forward-looking information can be identified by forward-looking words such as "anticipate", "believe", "expect", "goal", "plan", "intend", "estimate", "may" and "will" or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking information is based on the opinions and estimates of the Company as of the date such information is provided and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including the ability to develop and operate the Drumlummon property, risks associated with the mining industry such as economic factors (including future commodity prices, currency fluctuations and energy prices), failure of plant, equipment, processes and transportation services to operate as anticipated, environmental risks, government regulation, actual results of current exploration activities, possible variations in ore grade or recovery rates, permitting timelines, capital expenditures, reclamation activities, social and political developments and other risks of the mining industry. Although RXE has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should be aware that this forward-looking information is subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by such information and are cautioned not to place undue reliance on such information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affect this information, except as required by law.

*Permission to quote from the Glass Lewis report was neither sought nor obtained.

On Behalf of the Board

John F. O'Donnell, Chairman of the Board

John A. Ryan, Chief Financial Officer

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

Contact Information