TORONTO, ONTARIO -- RX EXPLORATION INC. ("RXE" or the "Company") (TSX VENTURE:RXE)(OTCQX:RXEXF) announced today that it has issued its Amendment to its Proxy Circular for a contested election of directors to the Board.

"RXE shareholders now have the facts they need to make an important decision," said John F. O'Donnell, Chairman. "Voting the BLUE proxy will result in some of North America's most senior gold mining executives joining RXE to create shareholder value."

Continued Mr. O'Donnell: "As shareholders, your vote will directly impact how much value your investment in RXE ultimately generates and how quickly this value will be unlocked. Prior to making a decision, I urge you to carefully review all of the facts contained in the Amendment and on the rxexploration.com website."

In the Amendment and an accompanying letter to shareholders (included below), RXE sets the record straight, responds to baseless allegations made by the dissidents and highlights why shareholders should vote the BLUE proxy for its superior slate of director nominees.

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 [email protected].

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.

The complete chairman's letter to shareholders follows:

VOTE THE BLUE PROXY TO PUT EXPERIENCED MINING AND CORPORATE EXECUTIVES ON YOUR BOARD OF DIRECTORS

June 12, 2011

Fellow shareholders of RX Exploration Inc.,

RX Exploration Inc. ("RXE" or the "Company") is at a crossroads. As you are likely aware, your Company faces a contested election for its Board of Directors. You now have an opportunity to have some of North America's most senior gold mining executives join and lead RXE. Your vote will directly impact how much value your investment in RXE ultimately generates and how quickly this value will be unlocked. RXE will have a brighter future under the leadership of a new team of professionals and will progress toward the status of a world-class mining company, if you vote the BLUE proxy FOR the RXE nominees.

But if you vote for the dissidents, RXE will remain stuck in the minor leagues, guided by amateurs who demand excessive compensation, engage in nepotism, dispense with budgets and ignore safety issues. You will also be stuck with their share of the cost of the contested election, perhaps $1 million.

The vote takes place on July 6, 2011 at the Annual and Special Meeting of Shareholders. The voting deadline is Monday July 4, but you should vote well in advance to be sure your proxy is counted. Given the choice, your decision to vote the BLUE proxy FOR the RXE nominees is one of the easiest decisions you'll ever have to make.

The Dissidents' Attacks and Our Priority

Shareholders have endured vitriolic rhetoric from the dissidents to which the Special Committee of the Board, established after the proxy fight began, has not yet responded fully. As the target of some of the most vicious attacks over many weeks, I have personally wanted to set the record straight. But, my fellow Special Committee members and I have restrained ourselves, until now.

We did not respond until now because of our obligation to ensure that we first protect the interests of shareholders and enhance the value of your Company. Our first priority has been to assemble a superior slate of nominees under severe time pressure. This pressure was due to the ambush tactics employed by the dissidents. Without notice, and just six days after we mailed a Management Information Circular in which two of the dissidents agreed to run on our slate, they launched the proxy contest to seize control of RXE.

Despite the dissidents' attempt to deny shareholders an opportunity to consider the new slate of superior nominees, the Ontario Superior Court of Justice agreed that it was important that shareholders be given the information needed to consider the facts and cast a vote. In this letter and the Amendment to the Management Information Circular, our nominees, their impressive track records and their vision for a great future are compared with the dissidents. It is crystal clear that only the RXE nominees can deliver sustainable value to shareholders over the long-term.

The RXE Slate of Nominees

RXE's slate has extensive mining and corporate experience and is led by Darren Blasutti, who would serve as President and CEO. Mr. Blasutti was formerly Senior Vice President of Corporate Development for the world's largest gold producer, Barrick Gold Corporation. He is intimately familiar with what needs to happen at RXE and has demonstrated an ability to get the job done and create billions of dollars in value for shareholders.

Another key member of the new team, Lorie Waisberg, would become Chairman of RXE if elected. I welcome Mr. Waisberg to the new role and have readily agreed to step down as Chairman in his favour. I also welcome the other new members of our slate: Hugh Agro, Alex Davidson, Louis Dionne and Paul Parisotto. Mr. Davidson is a world-class geologist with extensive experience in gold and precious metal exploration and Mr. Dionne is a pre-eminent expert in underground mining. Mr. Agro and Mr. Parisotto bring a wealth of experience in mergers and acquisitions and investment banking.

The six new RXE nominees (the "New RXE Nominees") have joined with incumbent directors John Ryan and me to move RXE forward. I urge shareholders to carefully review the Amendment to the Management Information Circular and the extensive qualifications of RXE's new proposed slate of directors.

Following their election to your Board, the New RXE Nominees have agreed to participate in a non-brokered private placement for up to 5 million units of RXE. The New RXE Nominees will purchase these units at a price equal to the 20 day weighted average price of the common shares of RXE as of June 6, 2011. Consistent with when other directors joined the Board, the New RXE Nominees will also be granted options to purchase 7.2 million shares of RXE at a strike price of $0.485, the closing price of RXE shares on June 3, 2011. The non-brokered private placement and the stock option grant will only be completed if the new team is elected by shareholders, and will help to align the interests of the team with those of all shareholders. The implications of this arrangement are clear – the new proposed members of RXE's leadership team have demonstrated their belief in the potential of RXE with a financial commitment that aligns their interests with yours. If through their hard work the value of RXE shares appreciate, we will reap the rewards together.

A Value Creation Plan

At the forefront of the RXE nominees' business plan is a commitment to continue test mining, while at the same time moving aggressively to complete the exploration and development work required to make Drumlummon a large-scale gold producer.

Safety will be an operational imperative, as will producing a mine plan and independent feasibility study. Assuming the study is supportive, RXE will apply for a commercial production permit, develop a mine capable of delivering for the long-term, establish an appropriate market valuation sustained by strong investor relations, and search for acquisitions to grow further and faster.

This is not an idea that the RXE nominees invented; it is the standard industry approach. Laying the proper foundation up-front will produce greater, sustainable value in the future. The members of RXE's new team know the ropes. They have done it before, time and again. From developing and executing the right strategy, to forging integral relationships with key government officials, to world-class operations management, the New RXE Nominees have been involved in transactions whose value is in the billions of dollars. Now they will be doing it for all of us.

Simply stated, the RXE slate of nominees is far superior to the dissident slate in mining and corporate experience. The RXE slate represents the most direct path to value creation.

The Dissident Slate of Directors

The dissidents have proposed a slate that includes CEO Murray Nye, Vice-President of Mining Operations Harold (Mike) Gunsinger and former CFO Max Polinsky. The dissident slate also includes four purportedly independent director nominees: Ben Porterfield, a Drumlummon consultant; Bob Bannerman, a car dealer; Patrick Gorman, a consultant; and Franco Cazzola, a transportation manager.

Setting aside for a moment their collectively limited track record of value creation and their responsibility for stagnation in the value of RXE shares, there are, unfortunately, more troubling issues with this slate, as noted in the Amendment to the Management Information Circular. The dissident executives, Messrs. Nye, Polinsky and Gunsinger:

• Allowed unsafe work practices, which they concealed from the Board, and engaged in nepotism;
  
  
• Failed to deliver a business plan and a budget, despite repeated requests;
  
  
• Were responsible for a disclosure reprimand from IIROC, the regulator which oversees equity trading activity; and
  
  
• Have acted recklessly with shareholders' money.

To the last point, the dissidents have admitted their intention to seek reimbursement from RXE for their massive proxy contest expenditures that include $500,000 in proxy solicitation expenses as well as ongoing legal expenses.

The dissident executives' amateurish approach to mining has no long-term future and does not provide the market with the kind of information required to properly value a serious mining company. Shareholders deserve and should demand much more from RXE's management team.

How did we get to this point?

It is my belief that the proxy contest was triggered when RXE's Compensation Committee refused to give in to outlandish compensation demands by the dissident executives. Put simply, they wanted a more compliant board that would compensate them far beyond industry standards, with no questions asked. For your information, we have posted copies of their proposed compensation contracts on our website at rxexploration.com.

The dissidents have made a number of baseless allegations, accusing us of "treachery" and worse in the hope that this would distract shareholders long enough to get their vote. Now is the time to set the record straight. In the Amendment to the Management Information Circular, we provide detailed responses to the dissidents' personal attacks on the Special Committee.

The simple fact of the matter is that Mr. Ryan and I, along with outgoing directors Paul Teodorovici and Edward Ellwood, have steadfastly protected the interests of shareholders. I am proud of our work and confident that objective shareholders will now have the opportunity to benefit by voting the BLUE proxy for RXE's nominees.

What's Next?

I would like to tell you that it gets better from here, but I'm afraid that the dissidents will not go quietly. I expect we'll be subject to further noisy barrages and that these may be as distasteful as what we've seen to date. There may be more litigation too – after all, the dissidents expect that you will pay for it. Whatever the next few weeks hold, I urge fellow shareholders to focus on what matters and to ensure that the value of your Company is protected.

I, along with my fellow RXE nominees, am asking for your proxy. Your completed BLUE proxy will replace any previously voted proxy – dissident or the original management proxy mailed in May – and will be voted at the Meeting. It is imperative that you carefully consider the qualifications of all directors nominated. If you conclude that the new RXE slate will best represent your interests as a shareholder and create value on your behalf then you must complete the BLUE proxy whether or not you previously completed the original management proxy or the dissidents' GOLD proxy.

The RXE slate of nominees boasts individuals with the required mining and corporate experience to deliver sustainable value to shareholders. We're here to build RXE into a world-class mining Company that is capable of delivering long-term, sustainable value to shareholders. We invite you to join us to take our Company to the next stage.

If you require assistance voting your BLUE proxy please contact Laurel Hill Advisory Group at 1-877-304-0211 or by e-mail at [email protected]. Please ensure that you vote only your BLUE proxy well in advance of the proxy voting deadline of July 4, 2011 at 4:30 p.m. (Toronto time).

On behalf of my fellow RXE nominees,

John F. O'Donnell, Chairman of the Board

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.

On Behalf of the Board

John F. O'Donnell, Chairman of the Board

John A. Ryan, Chief Financial Officer