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:

--  "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.

We seek Safe Harbor.