RX EXPLORATION INC. ("RXE" or the "Company") (TSX VENTURE:RXE)(OTCQX:RXEXF)
announced today that the Special Committee of the Board of Directors has
proposed to add highly experienced mining and corporate executives to the Board
and management team. The Special Committee consists of four of the six current
directors on the Board.


The proposed changes to the Board and management would take place following a
meeting of the Board and prior to the Annual and Special Meeting of shareholders
scheduled for July 26, 2011. The proposed directors include Hugh Agro, Darren
Blasutti, Alex Davidson, Louis Dionne, and Lorie Waisberg. They, along with Paul
Parisotto, will form the majority of RXE's nominees for election to the Board at
the Annual and Special Meeting. 


"This is a significant step towards our pursuit of value creation on behalf of
our shareholders," said John F. O'Donnell, Chairman. "Assuming the Board
approves the proposals made by the Special Committee, I believe that leadership
at both the Board and management levels will be materially strengthened. The
addition of individuals with extensive mining and business experience will
greatly enhance our slate of director nominees."


The Proposed New Leadership 

The proposed new leadership for RXE includes Darren Blasutti, who will become
President and Chief Executive Officer, and Lorie Waisberg, who will become
Chairman. Mr. Blasutti will replace Murray Nye, currently the President and CEO
and a member of a dissident executive group that recently launched a proxy
contest to seize control of the Company. Mr. Waisberg will replace Mr. O'Donnell
who has agreed to step down as Chairman in the best interests of the Company.


Mr. Blasutti was formerly Senior Vice President of Corporate Development for
Barrick Gold Corporation. He played a lead role in the strategic development of
Barrick for over 13 years, during which time he executed over 25 gold mining
transactions including Homestake Mining, Placer Dome and the consolidation of
the world class Cortez property from Rio Tinto. 


Mr. Waisberg is a corporate director with experience in the mining sector, and
is accredited with the Institute of Corporate Directors. He also served as
Executive Vice President, Finance and Administration of Co-Steel Inc., a steel
manufacturer, and as a leading corporate and securities lawyer with a major
Canadian law firm. 


"We believe that RXE has significant potential, and members of the group are
making an investment in the company as evidence of our commitment," said Lorie
Waisberg. "We look forward to working alongside and on behalf of our fellow
shareholders to move RXE forward."


The proposed investment will comprise a non-brokered private placement of up to
5,000,000 units of RXE to Mr. Blasutti and Mr. Waisberg, other proposed
directors and to certain institutional investors. 


Each unit will consist of one common share of RXE and a share purchase warrant
exercisable for a period of two years from the date of issue. The issue price
for the units will be $0.456 (the 20 day volume weighted average price). The
shares comprising these units will not vote at the upcoming Annual and Special
Meeting. The exercise price of the warrants will be $0.60. 


In addition, RXE will grant options to purchase 7,200,000 shares of RXE to the
new leadership team. One-third of the options will be for a term of two years,
with the balance for a term of five years. All options will vest immediately.
The strike price will be the RXE closing price of $0.485 on June 3, 2011.


Implementation of Proposals 

Implementation will be subject to (1) obtaining the approval of the Board (2)
obtaining the approval of the TSX Venture Exchange, and (3) any order of the
Ontario Superior Court of Justice or any other court of competent jurisdiction.


After Board approvals Mr. Blasutti will become President and CEO and each of
Murray R. Nye, Maxwell A. Polinsky and Harold (Mike) Gunsinger will be
terminated.


RXE proposes that the company would nominate eight people for election to
continue as directors at the Annual and Special Meeting. Two of the nominees
would be John O'Donnell and John Ryan, who are currently directors. 


The biographies of other nominees follow: 

HUGH AGRO. Mr. Agro is a retired mining executive. Most recently, he was
Executive Vice President, Strategic Development at Kinross Gold Corporation
responsible for Kinross' growth activities including corporate development and
exploration. He has previously held senior executive positions with Placer Dome
Canada, Senator Capital Partners and in investment banking with Deutsche Bank's
global metal and mining group. Mr. Agro is a director of Victoria Gold
Corporation, Chantrell Ventures and Fort Berens Estate Winery. 


DARREN BLASUTTI. Mr. Blasutti was formerly Senior Vice President of Corporate
Development for Barrick Gold Corporation. He reported to the Chief Executive
Officer and played a lead role in the strategic development of Barrick for over
13 years, during which time he executed over 25 gold mining transactions
including Homestake Mining, Placer Dome and the consolidation of the world class
Cortez property from Rio Tinto. Mr. Blasutti also led the creation of Barrick
Energy to hedge Barrick's exposure to energy prices and was integral to the IPO
of African Barrick Gold. During his tenure at Barrick, he also led the Investor
Relations function. Mr. Blasutti was previously at PricewaterhouseCoopers where
he planned, supervised and managed audits for a variety of clients. Mr. Blasutti
is a member of the Canadian Institute of Chartered Accountants.


ALEX DAVIDSON. Mr. Davidson was formerly Executive Vice President, Exploration
and Corporate Development Barrick Gold, with responsibility for Barrick's
international exploration programs and corporate development activities. Mr.
Davidson joined Barrick in 1993 as Vice President Exploration with
responsibility for Barrick's expanding exploration program. He initiated
Barrick's expansion out of North American and into Latin America and beyond.
Prior to joining Barrick, Mr. Davidson was Vice President, Exploration for
Metall Mining Corporation. Mr. Davidson has over 25 years' experience in
designing, implementing and managing gold and base metal exploration and
acquisition programs throughout the world. In 2005, Mr. Davidson was presented
the A.O. Dufresne Award by the Canadian Institute of Mining, Metallurgy and
Petroleum to recognize exceptional achievement and distinguished contributions
to mining exploration in Canada. In 2003, Mr. Davidson was named the Prospector
of the Year by the Prospectors and Developers Association of Canada in
recognition of his team's discovery of the Lagunas Norte Project in the Alto
Chicama District, Peru.


LOUIS DIONNE. Mr. Dionne is a mining engineer with over 30 years of experience
in the mining industry. Since 2005, Mr. Dionne has been an independent mining
consultant. He was President and CEO of Richmont Mines Ltd., a Canadian gold
producer from 2002 to 2005. Prior thereto, Mr. Dionne was Senior Vice President,
Underground Operations, Barrick Gold. Throughout his career he has provided
technical, operations and management support for underground and open-pit
operations. Mr. Dionne is a director of Aurizon Mines, Beaufield Resources and
Detour Gold.


PAUL PARISOTTO. Mr. Parisotto is the President and CEO of Chantrell Ventures. He
was formerly the President and CEO of Arizona Star Resource Corp. From November
2008 to June 2009, Mr. Parisotto was the Co-Interim CEO of Noront Resources and
most recently he was the President and CEO of Tamaka Holdings Inc., a private
gold exploration and development company. Prior to joining Arizona Star, Mr.
Parisotto provided investment banking services to the mining industry. Mr.
Parisotto was Manager, Original Listings at The Toronto Stock Exchange from 1985
to 1994. During his tenure at the TSE he was involved in the listing process for
over 250 companies.


LORIE WAISBERG. Mr. Waisberg is a corporate director currently serving as a
director of Chantrell Ventures, Chemtrade Logistics, Metalex Ventures, Noront
Resources, Primary Energy Recycling Corporation and Tembec. Prior to retirement,
Mr. Waisberg served as Executive Vice President, Finance and Administration of
Co-Steel Inc., a steel manufacturer. Prior thereto, Mr. Waisberg practiced
corporate and securities law with a major Canadian law firm. Mr. Waisberg is
accredited as ICD.D.


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.


On Behalf of the Board,

John F. O'Donnell, Chairman of the Board

John A. Ryan, Chief Financial Officer

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