Concerned Shareholders Receive Support from Arm's Length Shareholders of Fancamp Exploration Ltd.
- Concerned Shareholders receive letter of support from an arm's length group of Fancamp Shareholders holding approximately 17% of the issued and outstanding shares of Fancamp.
- Supportive Shareholders demand that Fancamp's late AGM must be held before the Transaction with ScoZinc.
- Supportive Shareholders oppose the Transaction with ScoZinc and request that Fancamp provide proper disclosure for a material acquisition and complete change of strategy to a zinc developer.
- Supportive Shareholders invested in Fancamp for its exposure to the high-quality Champion Iron Ore portfolio, and the diversified and uniquely placed strategic exploration assets across Canada.
- Supportive Shareholders demand Fancamp shareholder approval for this highly dilutive transaction with ScoZinc.
Montreal, Quebec--(Newsfile Corp. - March 11, 2021) - Incumbent director of Fancamp, Peter H. Smith, who, together with joint actors, holds directly and indirectly an aggregate of 15,416,097 shares, representing approximately 9.28% 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 pleased to announce support from an additional group of arm's length shareholders, which, in aggregate, owns or controls approximately 17% of the issued and outstanding shares of Fancamp.
The full text of the letter to the Concerned Shareholders follows:
Peter H. Smith
340 Victoria Avenue
March 1, 2021
RE: Fancamp Exploration Ltd.
We are writing this letter as shareholders of Fancamp Exploration Ltd. ("Fancamp" or the "Company") and I along with several other likeminded individuals represent an aggregate of 18,500,000 shares or approximately 17% of the total issued and outstanding shares of Fancamp. We have also contacted the TSXV with our concerns. This group is acting individually and not acting jointly or in concert.
We want to confirm our current support for the Concerned Shareholder group and agree with the points outlined in your "Concerned Shareholder" press release dated March 1, 2021. We demand that Fancamp hold its long overdue annual general meeting ("AGM") of shareholders for 2020 on or before the meeting of shareholders of ScoZinc Mining Limited ("ScoZinc") to approve the plan of arrangement (currently scheduled for April 12, 2021). We also request that Fancamp acquire approval from its shareholders for the proposed plan of arrangement with ScoZinc as it is highly dilutive and, based on what we can gleam from the limited disclosure, it seems to not be an arms-length transaction which demands shareholder approval from a simple corporate governance perspective. If shareholder approval is required, it is our current intention to likely vote our Fancamp shares against the plan of arrangement with ScoZinc. We believe that the current board is not the right board to represent Fancamp or its shareholders. It seems that this board is only focused on rewarding friends and family as well as themselves at the detriment of the true owners of Fancamp.
We are disappointed by the continued delay of the 2020 AGM and will be alert to any entrenchment actions by current management or the board during the interim period which we would strenuously oppose.
We confirm that you may make public disclosure of this correspondence and our position expressed herein.
Yours very truly,
Concerned Shareholders of Fancamp
Supportive Shareholders Oppose the Transaction with ScoZinc
"We appreciate the support we received today from this arm's length group of Concerned Shareholders and the significant confidence they have conveyed in also validating the need for Fancamp to hold its AGM prior to the ScoZinc Transaction closing and more importantly agreeing that a shareholder vote is needed on the ScoZinc Transaction" said Peter H. Smith. Mr. Smith also stated that "based on the significant number of inbound calls and words of encouragement we have received, we anticipate many other Fancamp shareholders, who share our concerns, will also support us in our push to allow the true owners of Fancamp to have their voices heard."
The Concerned Shareholders have retained Gryphon Advisors Inc. as its strategic shareholder services advisor. Farris LLP is acting as legal counsel to Mr. Smith.
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 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/76709