- 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.
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.
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