RX proxy battle
posted on
Jun 23, 2011 01:59PM
NI 43-101 Update (September 2012): 11.1 Mt @ 1.68% Ni, 0.87% Cu, 0.89 gpt Pt and 3.09 gpt Pd and 0.18 gpt Au (Proven & Probable Reserves) / 8.9 Mt @ 1.10% Ni, 1.14% Cu, 1.16 gpt Pt and 3.49 gpt Pd and 0.30 gpt Au (Inferred Resource)
RX shareholders adivsed to vote for blue proxy
2011-06-23 13:02 ET - News Release
RX Exploration Inc.'s shareholder adviser, Glass Lewis & Co. 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: 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. We seek Safe Harbor.-- "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."