Montreal, Quebec–(Newsfile Corp. – July 12, 2021) – Incumbent director of Fancamp Exploration Ltd. (“Fancamp” or the “Company“), Dr. Peter H. Smith, who, together with joint actors James Hunter and his affiliates, Mark Fekete and Heather Hannan, (the “Concerned Shareholders“) hold in aggregate, directly and indirectly an aggregate of 22,285,597 shares, representing approximately 12.63% of Fancamp’s issued and outstanding common shares, has the following comments about the royalty purchase agreement with Champion Iron Mines Limited (“Champion“) (the “Agreement“) announced in a press release by Fancamp dated July 8, 2021.
The Agreement with Champion is just another example of the contempt that Mark Billings, Ashwath Mehra, Paul Ankcorn, Rajesh Sharma and Debra Chapman (collectively the “Entrenched Board and Management“) have for shareholders, the oversight of the TSX Venture Exchange (the “Exchange“) and good corporate governance practices.
Like the ScoZinc Mining Ltd. transaction (the “ScoZinc Transaction“), the Agreement represents just another flagrant example of the Entrenched Board and Management’s complete disregard for proper corporate governance practises and their combined fiduciary obligations to Fancamp’s current shareholders. The Exchange prohibited Fancamp from closing the ScoZinc Transaction until the 2020 annual general meetings (“AGM“) is held. Showing utter disregard for Fancamp shareholders, they have postponed the AGM only to announce this Agreement with Champion. This Agreement requires Exchange approval, but Fancamp does not say whether the approval will be sought before the AGM or afterward. To be consistent with the Exchange’s mandate that Fancamp must hold its long overdue AGM to provide shareholders with a right to choose whether they wish to have a board of directors that will either force through, or refuse to proceed with the highly dilutive ScoZinc Transaction, approval of this proposed fire sale of Fancamp’s valuable assets should also be conditional on prior completion of the AGM.
The glaring truth is that the Entrenched Board and Management are not in any position to contemplate any business transaction in the face of the current proxy fight in which they are desperately trying any tactic they can think of the attempt to maintain their entrenched positions. This self-serving group continues to persistently and maliciously delay the 2020 AGM specifically to deny shareholders their right to determine the composition of the Fancamp board of directors and to further enrich themselves at the expense of the Company. It has now been over 20 months since Fancamp’s last AGM and the Company is clearly and grossly in default of the Exchange’s policy with respect to shareholder meetings. Furthermore, considering the ongoing, very public proxy contest for control of Fancamp’s board, it is inconceivable that the Entrenched Board and Management would think that they have any right to enter into further transactions involving valuable assets of the Company until after the long-overdue AGM has been held. The fact that the Agreement is a related party transaction is further cause for concern.
The issue is not whether the Agreement is a good deal for Fancamp or not. Rather, the question is: do shareholders trust the Entrenched Board and Management to make decisions that are in the best interest of the Company? The Concerned Shareholders believe that the answer to that question is a loud and resounding NO! The AGM is well past due. It is time that the Entrenched Board and Management be accountable to all shareholders. Shareholders must be given the opportunity to elect a board of directors of their choosing before the Company enters into any further conflicted, value destroying transactions. All parties involved including the regulatory authorities must make every effort to ensure that the AGM is held as soon as possible without any further delays.
If, in fact, the Fancamp Entrenched Board and Management, had the overwhelming support of shareholders, as claimed in Fancamp’s July 9, 2021 press release, they would have proceeded with the AGM on June 29, 2001 as scheduled. The Company has now announced this Agreement with Champion, which in all likelihood comes with Champion having to vote their shares in support of the Entrenched Board and Management. The truth is the Entrenched Board and Management obviously do not have enough votes to win a fair and properly conducted AGM. They postponed the meeting to buy time as they figure out other ways to disenfranchise shareholders for their benefit. In a drastic attempt to entrench themselves further, the Entrenched Board and Management are willing to, in an attempt to buy votes, trade assets at highly discounted valuations and offer various inducements to large shareholders to change their vote. It’s unfortunate the Entrenched Board and Management do not feel they have to abide by any rules and that they are free to do whatever they want, whenever they want.
This has got to stop and the rhetoric about Dr. Smith “taking money from the Company” or that “Dr. Smith has not disclosed what amount of money he will seek to be reimbursed” is just more smoke and mirrors. As stated in our press release dated June 21, 2021, we highlighted that under corporate law, if a dissident wins a proxy fight, they can be reimbursed for their reasonable expense from the company”. They whine about poor disclosure and yet on their part there is no disclosure about excessive executive compensation, unnecessary costs of the so-called special committee and the vast sums of Company funds that have been misappropriated to four law firms, Kingsdale Advisors and KPMG specifically to prevent themselves getting kicked out of their entrenched positions. Clearly the old adage of “what is good for the goose, is good for the gander” is not applicable to them.
Furthermore, the Concerned Shareholders have grown weary of the attempts of the Entrenched Board and Management to attempt to characterize the shares that Dr. Smith holds in the capital of Fancamp’s subsidiary, The Magpie Mines Inc. (“Magpie“) as self-dealing. In December, 2007, in connection with Magpie’s incorporation, the three directors of Magpie, including Dr. Smith, were each granted 10,000 special shares by the board of directors at a price of $0.25 per share as stock-based consideration in connection with their role as directors, not unlike 2,000,000 stock options that the Entrenched Board and Management granted them selves shortly before the record date for the AGM. As with any other share-based compensation, these grants were made based on advice from legal counsel and disclosed in Magpie’s audited annual financial statements for the 2007 financial year. Perhaps now the Entrenched Board and Management will find something more interesting to complain about.
The easiest, quickest, most ethical and legal way to prevent this continued, massive hemorrhage of Company funds is to hold the long-overdue AGM. Fancamp cannot not move forward until the festering issue of accountability of the board to shareholders is settled.
Shareholders are urged to stop the Entrenched Board and Management from further entrenching themselves and destroying shareholder value, by continuing to vote the GREEN form of proxy. The Concerned Shareholders would like to thank the true owners of Fancamp for their tremendous support to date. This support comes from independent shareholders that want the Company to know that they are not fooled but are instead increasingly frustrated and totally disgusted by the unethical, corrupt and frantic entrenchment tactics employed for personal benefits over the interests of the Company.
Farris LLP are acting as legal advisors to Dr. Peter Smith and Gryphon Advisors Inc., are acting as their strategic shareholder communications and proxy advisor. Gryphon’s responsibility will include providing strategic advice and advising the Concerned Shareholders with respect to the annual general meeting and proxy protocol.
The registered address of Fancamp is located at 3200 – 650 West Georgia Street, Vancouver, BC, V6B 4P7. The mailing and head office address of Fancamp is 7290 Gray Avenue, Burnaby, British Columbia V5J 3Z2. A copy of this press release may be obtained on Fancamp’s SEDAR profile at www.sedar.com.
For more information regarding the Concerned Shareholders’ position please contact:
Gryphon Advisors Inc.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/89979