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Peter H. Smith and the Concerned Shareholders of Fancamp Oppose Proposed Highly Dilutive, Self-Serving and Non-Arm’s Length Transaction with ScoZinc Mining Ltd.

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  • Concerned Shareholders demand that Fancamp attain shareholder approval regarding the plan of arrangement with ScoZinc.
  • Concerned Shareholders demand that Mark Billings and Ashwath Mehra resign from the board of Fancamp immediately.
  • Concerned Shareholders demand that the TSXV intervene to not allow Fancamp to disenfranchise shareholders with such a dilutive transaction without a shareholder vote.
  • Concerned Shareholders also highlight that Mr. Ashwath Mehra is the subject of another shareholder revolt at GT Gold Corp. where Mr. Mehra’s self-interest and entrenchment activities mirror those of Fancamp.

Montreal, Quebec–(Newsfile Corp. – February 22, 2021) – Incumbent director of Fancamp, Peter H. Smith, who, together with joint actors holds in aggregate, directly and indirectly an aggregate of 14,916,097 shares, representing approximately 8.98% of the Company’s issued and outstanding common shares, and a group of concerned shareholders of Fancamp Exploration Ltd. (“Fancamp” or the “Company”) (the “Concerned Shareholders”), are extremely disheartened with the announcement on February 18, 2021 of Fancamp’s highly dilutive, self-serving and non-arm’s length transaction with ScoZinc Mining Ltd. (“ScoZinc”) whereby Fancamp will indirectly acquire all of the issued and outstanding securities of ScoZinc by way of a plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia) (the “Combination” or the “Transaction”).

The proposed Combination is yet another misguided move by an entrenched Board and management team to distract shareholders from their recent persistent failures and underperformance. The proposed Transaction comes at a time when shareholders have demanded that Mark Billings and Ashwath Mehra resign immediately from the board of directors of the Company. These individuals are responsible for the immeasurable destruction of shareholder value at Fancamp in terms of lost opportunities since at least the Spring of 2020.

Moreover, these individuals are behind the lack of proper disclosure, and poor corporate governance which includes disenfranchising shareholders of the Company by not announcing a date for the annual general meeting (“AGM”) for 2020 and receiving an unjustifiable extension from the BC Registrar of Companies of the time within which it is required to hold its AGM for the year 2020 by six months from December 31, 2020, to June 30, 2021. The Concerned Shareholders: (a) want current shareholders to vote on the composition of the Company’s board and the approval of the Transaction; and (b) again demand that the current management and board put shareholders’ rights ahead of their own personal self-interests.

A critical fact that was absent from the announcement of the proposed Transaction was that Mr. Smith, as an independent director for the purposes of applicable securities laws relating to matters concerning the rights of minority shareholders in connection with the Transaction, voted against the Transaction. Ashwath Mehra and Mark Billings are both directors who are conflicted with respect to the Transaction. Rajesh Sharma was appointed, not elected to the board, by these two conflicted directors. Only two elected independent directors voted on the Transaction and one of them voted against the Transaction. Shareholders should be aware of the following conspicuous omissions in the Fancamp Transaction announcement and should ask Fancamp these key questions:

  • Why was there no mention that Ashwath Mehra, in addition to being a director of ScoZinc, is a large shareholder of ScoZinc and, as a result, stands to benefit personally from the transaction?
  • Why was there no mention that Mark Billings was a director of both companies until he resigned from ScoZinc’s board on December 2, 2020 inexplicably less than one month after being re-elected as a director at ScoZinc’s AGM held on November 3, 2020?
  • Why was there no mention that Fancamp’s 2020 AGM has been delayed and, if held, could provide shareholders with an opportunity to voice their opinion as to whether this proposed transaction should proceed, when Fancamp represented it will hold its AGM in the first quarter of 2021?

Concerned Shareholders believe all shareholders have reason to question the merits of this highly conflicted Transaction which will be set out in detail in a further news release shortly, as well as its potential to further entrench and protect the current Fancamp board from being accountable to its current shareholders. We urge the TSX Venture Exchange to immediately notify Fancamp that shareholder approval must be attained before any plan of arrangement can be consummated. Additionally, the Concerned Shareholders find it incomprehensible that shareholder approval is not required in the face of known public agitations by the Concerned Shareholders expressing the intent to remove various members of the board of Fancamp. For this transaction to be announced prior to the long overdue 2020 AGM is outrageous and a slap in the face for all Fancamp shareholders.

Furthermore, it has come to the attention of the Concerned Shareholders that Mr. Mehra is embroiled in another proxy fight as the chairman of GT Gold Corp. which apparently has outlined several issues and instances of poor governance, self-serving practices, board missteps and entrenchment, believed to have ultimately led to the significant erosion of GT Gold shareholder wealth as well. It is clear, that with this distraction, Mr. Mehra is clearly not focused on the day-to-day tasks required to properly steward this Company for ALL shareholders of Fancamp.

The Concerned Shareholders would like to thank the number of shareholders that have contacted them or Gryphon Advisors Inc. to express their support and sharing stories of inappropriate behaviour exhibited by Mr. Mehra. The Concerned Shareholders look forward to engaging with each Fancamp shareholder when legally appropriate.

For more information regarding the Concerned Shareholders’ position please contact:
Gryphon Advisors Inc.
Tel: 1-833-461-3651
Email: [email protected]

Information in Support of Public Broadcast Solicitation

The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. Although the Concerned Shareholders have approached several nominees for election to the Company’s board of directors at the company’s next general meeting of shareholders, there is currently no record or meeting date set and shareholders are not being asked at this time to execute a proxy in favour of any matter. In connection with the meeting, the Concerned Shareholders may file a dissident information circular in due course in compliance with applicable securities laws.

The information contained herein, and any solicitation made by the Concerned Shareholders in advance of any general meeting of shareholders, or will be, as applicable, made by the Concerned Shareholders and not by or on behalf of the management of Fancamp. All costs incurred for any solicitation will be borne by the Concerned Shareholders, provided that, subject to applicable law, the Concerned Shareholders may seek reimbursement from Fancamp of the Concerned Shareholders’ out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the Company’s board of directors. The Concerned Shareholders are not soliciting proxies in connection with a general meeting of shareholders of the Company at this time.

The Concerned Shareholders may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of the Concerned Shareholders. Any proxies solicited by or on behalf of the Concerned Shareholders, including by any other agent retained by the Concerned Shareholders, may be solicited pursuant to a dissident information circular or by way of public broadcast, including through press releases, speeches or publications and by any other manner permitted under Canadian corporate and securities laws. Any such proxies may be revoked by instrument in writing executed by a shareholder or by his or her attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized or by any other manner permitted by law.

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The registered address of Fancamp is located at 7290 Gray Avenue, Burnaby, British Columbia V5J 3Z2. A copy of this press release may be obtained on Fancamp’ SEDAR profile at www.sedar.com.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/75052

Fintech

Fintech Pulse: Your Daily Industry Brief (Chime, ZBD, MiCA)

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As we close out 2024, the fintech industry continues to deliver headlines that underscore its dynamism and innovation. From IPO aspirations to groundbreaking regulatory milestones, today’s updates highlight the transformative power of fintech partnerships, regulatory evolution, and disruptive technologies. Here’s what you need to know.

Chime’s Quiet Step Toward Public Markets

Chime, the U.S.-based financial technology startup best known for its digital banking services, has taken a significant step by filing confidential paperwork for an initial public offering (IPO). As one of the most valuable private fintechs in the U.S., Chime’s move could potentially signal a renewed appetite for fintech IPOs in a market that has been cautious following fluctuating valuations across the tech sector.

With a valuation that reportedly exceeded $25 billion in its last funding round, Chime’s IPO could set a new benchmark for the industry. Observers note that its strong customer base and revenue growth may make it an appealing choice for investors seeking to capitalize on the digital banking boom. However, the timing and success of the IPO will depend on broader market conditions and the regulatory landscape.

Source: Bloomberg

ZBD’s Pioneering Achievement: EU MiCA License Approval

ZBD, a fintech company specializing in Bitcoin Lightning network solutions, has made history by becoming the first to secure an EU MiCA (Markets in Crypto-Assets Regulation) license. This landmark approval by the Dutch regulator positions ZBD at the forefront of compliant crypto-fintech operations in Europe.

MiCA, which aims to harmonize the regulatory framework for crypto-assets across the EU, has been a focal point for industry players aiming to establish legitimacy and expand their offerings. ZBD’s achievement not only validates its operational rigor but also sets a precedent for other fintech firms navigating the evolving regulatory landscape.

Industry insiders view this as a strategic advantage for ZBD as it broadens its footprint in Europe. By leveraging its regulatory approval, the company can accelerate its product deployment and establish trust with institutional and retail users alike.

Source: Coindesk, PR Newswire

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The Fintech-Credit Union Synergy: A Blueprint for Innovation

The convergence of fintechs and credit unions continues to reshape the financial services ecosystem. Collaborative initiatives, such as the one highlighted in the recent partnership between fintech innovators and credit unions, are proving to be a potent force in delivering tailored financial solutions.

This “dream team” approach allows credit unions to leverage fintech’s technological expertise while maintaining their community-focused ethos. Key areas of collaboration include digital payments, personalized financial management tools, and enhanced loan processing capabilities. These partnerships not only enhance member engagement but also enable credit unions to remain competitive in an increasingly digital-first financial environment.

Industry analysts emphasize that such collaborations underscore a broader trend of traditional financial institutions embracing fintech-driven solutions to bridge service gaps and foster innovation.

Source: PYMNTS

Tackling Student Loan Debt: A Fintech’s Mission

Student loan debt remains a pressing issue for millions of Americans, and a Rochester-based fintech aims to offer relief through its cloud-based platform. This innovative solution is designed to simplify loan management and provide borrowers with actionable insights to reduce their debt burden.

The platform’s features include repayment optimization tools, personalized financial education, and seamless integration with loan servicers. By addressing the complexities of student loan management, this fintech is empowering borrowers to make informed decisions and achieve financial stability.

As the student loan crisis continues to evolve, solutions like this highlight the critical role fintech can play in addressing systemic financial challenges while fostering financial literacy and inclusion.

Source: RBJ

Industry Implications and Takeaways

Today’s updates underscore several key themes shaping the fintech landscape:

  1. Regulatory Milestones: ZBD’s MiCA license approval exemplifies the importance of regulatory compliance in unlocking growth opportunities.
  2. Strategic Partnerships: The collaboration between fintechs and credit unions demonstrates the value of combining technological innovation with traditional financial models to drive customer-centric solutions.
  3. Market Opportunities: Chime’s IPO move reflects a potential revival in fintech public offerings, signaling confidence in the sector’s long-term prospects.
  4. Social Impact: Fintech’s ability to tackle systemic issues, such as student loan debt, showcases its role as a force for positive change.

 

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SPAYZ.io prepares for iFX EXPO Dubai 2025

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Leading global payments platform SPAYZ.io has confirmed it will be attending iFX EXPO Dubai 2025 on 14 to 16 January. Exhibiting at Stand 64 at Trade Centre Dubai, SPAYZ.io’s team of professionals will be on hand providing live demonstrations of its renowned payment services for payment providers. Attendees will also receive exclusive insight into SPAYZ.io’s plans for 2025 alongside early early access to its upcoming plans for the new year.

SPAYZ.io delivers a host of payment solutions that leverage the latest technological innovations and open access to the fastest growing emerging markets across Africa, Europe and Asia. Over the past year, there has been huge demand for its Open Banking and local payment method services, alongside bank transfers, mass payouts, online banking and e-wallets.

Yana Thakurta, Head of Business Development at SPAYZ.io commented: “We look forward to once again participating at iFX Dubai to expand our network of partners and clients. It’s a fantastic way to kick off the year, connecting with thousands of industry leaders from FOREX platforms to trading companies, and everything in between.

“Our key goal for iFX Dubai EXPO 2025 is to expand our portfolio of solutions and geographies. We’re using this as an opportunity to partner with like-minded entities who share our ambition to provide payment solutions that are truly global.”

Come meet SPAYZ.io’s team at the Trade Centre Dubai at Stand 64. You can also book a meeting slot with a member of a team.

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Airtm Enhances Its Board of Directors with Two Strategic Appointments

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Airtm, the most connected digital dollar account in the world, is proud to announce the addition of two distinguished industry leaders to its Board of Directors: Rafael de la Vega, Global SVP of Partnerships at Auctane, and Shivani Siroya, CEO & Founder of Tala. These appointments reflect Airtm’s commitment to innovation and financial inclusion as the company enters its next phase of growth.

“We are thrilled to welcome Rafael and Shivani to Airtm’s Board of Directors,” said Ruben Galindo Steckel, Co-founder and CEO of Airtm. “Their unique perspectives and proven track records will be invaluable as we continue scaling our platform to empower individuals and businesses in emerging markets. Together, we’ll push the boundaries of financial inclusion and innovation to create a more connected and equitable global economy. Rafael and Shivani bring a wealth of experience and strategic insight that will strengthen Airtm’s mission to connect emerging economies with the global market.”

Rafael de la Vega, a seasoned leader in fintech global partnerships and technology innovation, is currently the Global SVP of Partnerships at Auctane. With a proven track record of delivering scalable, impactful solutions at the intersection of fintech, innovation, and commerce, Rafael’s expertise will be pivotal as Airtm continues to grow. “Airtm has built a platform that breaks down barriers and opens up opportunities for people in emerging economies to connect to global markets. I am excited to contribute to its growth and help further its mission of fostering financial inclusion on a global scale,” said Rafael.

Shivani Siroya, CEO and Founder of Tala, is a pioneer in financial technology, renowned for empowering underserved communities through access to credit and essential financial tools. Her leadership in leveraging data-driven innovation aligns seamlessly with Airtm’s vision of creating more equitable financial opportunities. “Empowering underserved communities has always been at the core of my work, and Airtm’s mission resonates deeply with me. I’m thrilled to join the Board and work alongside such a dynamic team to expand access to financial tools that truly make a difference in people’s lives,” said Shivani.

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