Exhibit 99.1
ROYAL STANDARD MINERALS INC.
FORM OF PROXY
FOR USE AT THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY,
NOVEMBER 28, 2012.
This Proxy is solicited by management of Royal Standard Minerals Inc. (the “Corporation”).
The undersigned, being a shareholder of the Corporation, hereby appointsPaul G. Smith, Chairman, or failing him, Philip Gross, Interim President and Chief Executive Officer of the Corporation, or failing him,George Duguay, Corporate Secretary of the Corporation, or instead of either of them, (PLEASE PRINT NAME) as proxyholder for and on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the annual and special meeting of shareholders of the Corporation to be held at the offices of Cassels Brock & Blackwell LLP, 2100 Scotia Plaza, 40 King Street West, Toronto, Ontario Canada on Wednesday, November 28 2012 at 10:00 a.m. (Toronto time), and at any adjournment or adjournments thereof, to the same extent and with the same power as if the undersigned were personally present at such meeting or such adjournment or adjournments thereof. The undersigned hereby directs the proxyholder to vote the securities of the Corporation recorded in the name of the undersigned as specified herein.
| 1. | Approval of the Sale Resolution approving the sale of the interests of the Corporation and of its wholly-owned subsidiary, Manhattan Mining Co., in the Goldwedge and Piñon properties and the assets related thereto to Scorpio Gold Corporation and its wholly-owned subsidiary Goldwedge LLC: |
If any amendments or variations to the matters referred to above or to any other matters identified in the notice of meeting are proposed at the Meeting or any adjournment or adjournments thereof, or if any other matters which are not now known to management should properly come before the Meeting or any adjournment or adjournments thereof, this proxy confers discretionary authority on the person voting the proxy to vote on such amendments or variations or such other matters in accordance with the best judgment of such person.
To be valid, this proxy must be received by the Corporation’s transfer agent, Equity Financial Trust Company, 200 University Avenue, Suite 400, Toronto, Ontario M5H 4H1 Attention: Proxy Department, or by fax to 416-595-9593, not later than 48 hours, excluding Saturdays, Sundays and holidays, prior to the Meeting or any adjournment or adjournments thereof. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.
This proxy revokes and supersedes all proxies of earlier date.
DATEDthis day of , 2012.
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| | Signature of Shareholder |
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| | Name of Shareholder (Please Print) |
(See Reverse)
| | NOTES: |
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| 1. THIS PROXY IS SOLICITED BYMANAGEMENT OF THE CORPORATION. |
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| 2. If the shareholder appoints any of the persons designated above,including persons otherthan the management designees, as proxy to attend and act at the Meeting: |
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| (a) the shares represented by the proxy will be voted in accordance with the instructions of the shareholder on any ballot that may be called for; |
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| (b) where the shareholder specifies a choice in the proxy with respect to any matter to be acted upon, the shares represented by the proxy shall be voted accordingly; and |
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| (c) IF NO CHOICE IS SPECIFIED WITHRESPECT TO THE MATTERS LISTEDABOVE, THE PROXY WILL BE VOTEDFORSUCH MATTERS. |
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| 3. The proxy confers discretionary authority on the above named person to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of Meeting accompanying the proxy or such other matters which may properly come before the Meeting. |
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| 4. Each shareholder has the right to appointa person other than the management designeesspecified above to represent him, her or it at theMeeting.Such right may be exercised by inserting in the space provided the name of the person to be appointed, who need not be a shareholder of the Corporation. |
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| 5. Each shareholder must sign this proxy. Please date the proxy. If the shareholder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized. Persons signing as executors, administrators or trustees should so indicate and provide their full title. |
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| 6. If the proxy is not dated in the space provided, it is deemed to bear the date of its mailing to the shareholders of the Corporation. |
