Concerned Shareholders Ask Fancamp Shareholders to Not Be Fooled by Fancamp's Board and Management Attempts to Pull the Wool Over Their Eyes
- Concerned Shareholders provide actual answers to the questions posed in Fancamp Exploration Ltd. press release dated March 29, 2021
Montreal, Quebec--(Newsfile Corp. - April 7, 2021) - Incumbent director of Fancamp, Dr. Peter H. Smith, who, together with joint actors, holds directly and indirectly an aggregate of 15,854,097 shares, representing approximately 9.55% of the Company's issued and outstanding common shares of Fancamp Exploration Ltd. ("Fancamp" or the "Company") (the "Concerned Shareholders"), regards the Company's March 29, 2021 press release as another example of the Company's arrogance and lack of respect for its true owners - YOU, the shareholder. Fancamp's press release purports to answer a number of "frequently asked questions" but in reality, they do not provide truthful accurate answers in a clear and transparent manner. If anything, the Company continues to propagate falsehoods and twist the narrative in favour of the entrenched board and management.
The Concerned Shareholders will do what Fancamp clearly is unable to do and provide the appropriate answers to the questions that were posed.
Q1: How does Fancamp benefit from the business combination with ScoZinc?
A: The business combination with ScoZinc Mining Ltd. ("ScoZinc") (the "Transaction") has not been determined to have any value to the current shareholders of Fancamp. The board and management of Fancamp state over and over that, although they were not legally required to, management of Fancamp commissioned a fairness opinion by Ernst & Young Global Limited ("E&Y") (the "E&Y Fairness Opinion") in respect of the proposed Transaction. In our Concerned Shareholders' March 24 news release, we asked Fancamp to be transparent and let the shareholders review the E&Y Fairness Opinion and come to our own conclusions, which it has failed to do.
As a member of Fancamp's board of directors, Dr. Smith was asked to review and rely on the E&Y Fairness Opinion in making a determination as to whether, as a board member, to approve the Transaction. Dr. Smith had concerns relating to the E&Y Fairness Opinion, and therefore has retained Evans & Evans, Inc. ("Evans & Evans") as his personal financial expert to comment and provide advice in connection with his review of the E&Y Fairness Opinion. The advice provided to Dr. Smith by Evans & Evans following their review of the E&Y Fairness Opinion raised a number of serious concerns about the basis of the opinion and conclusions drawn by E&Y in the E&Y Fairness Opinion. Several key concerns raised by Evans & Evans include:
- It would appear that little investigation and analysis was undertaken with respect to the underlying assets of Fancamp and a rationalization of the share price to net asset value ("NAV").
- E&Y does not include a Price to Net Asset Value ("P/NAV") for the guideline companies or precedent transactions as it relates to ScoZinc. In the view of Evans & Evans, this is a standard approach for companies at the pre-feasibility or feasibility stage.
- The lack of a consideration of a market approach for either of the Companies has the impact of potentially over-valuing ScoZinc and its assets and under-valuing Fancamp and its assets.
- There is no discussion of the financing history of ScoZinc.
- A market approach results in a much lower value for ScoZinc than implied by the combination of the Asset Approach and the Income Approach utilized by E&Y. Given the wide disparity in the values being placed on similar assets in the market, ScoZinc's limited financing history and the volatility of the zinc market, it is unusual, not to consider a market approach. The value implied for the Scotia Mine in excess of the market capitalization and peer analysis, implies a premium for the Scotia Mine that is never rationalized in the written documents.
These concerns call into question the mandate given to E&Y by Fancamp's management. Reading these points will highlight to Fancamp shareholders how little regard the entrenched board and management have for your investment.
These concerns raised in the Evans & Evans report emphasize the importance of transparency. Fancamp's entrenched board and management can continue to state they have a fairness opinion prepared by E&Y but as you can see from above, the fairness opinion cannot be given any weight unless shareholders are given an opportunity to review and draw their own conclusions as to the mandate, parameters and limitations of the E&Y Fairness Opinion. The Concerned Shareholders demand that the Company make the E&Y Fairness opinion available for review so that all Fancamp shareholders can arrive at their own informed conclusions.
Q3: Are Fancamp shareholders being diluted?
A: The short answer and the only answer is YES. However, the Fancamp entrenched board and management refuse to state plainly for shareholders the basic fact that this Transaction will result in the issue of approximately 84.5 million shares to bring the Fancamp issued and outstanding share count to approximately 250.5 million representing dilution to existing Fancamp shareholders of 33.7%. On a fully diluted basis existing Fancamp shareholders will be giving 44.3% of THEIR company to ScoZinc shareholders and the share structure will increase by an aggregate of 317.0 million shares! The response to their own question is filled with words that in the end are there to confuse and baffle its readers when the very truth of the matter is that Fancamp shareholders will be severely diluted.
Furthermore, it is precisely this dilution that the current board and management are counting on to entrench their position and ensure their ability to maintain their positions in the face of the Concerned Shareholders' wish to see them removed. Management is unfairly and unjustifiably refusing to call its long overdue annual general meeting until AFTER the closing of this dilutive and ill-advised transaction so that the voices of the TRUE owners of Fancamp, YOU, its current shareholders, are muted by the 84.5 million shares to be issued under the ScoZinc Transaction.
Q4: What was the process to determine that the Transaction was beneficial to Fancamp Shareholders?
A: In Fancamp's March 18, 2021 news release they state that "[t]he Transaction was the result of a transparent, credible and thorough process with input from Fancamp's independent financial and legal advisors". This was repeated in its March 29, 2021 news release. However, the Concerned Shareholders completely disagree with this assertion of "independent advice". From our observation, Fancamp did not have independent financial and legal advisers. The only financial advisors that the entrenched board and management have disclosed to date are E&Y who, to Dr. Smith's understanding were retained, presumably by management of Fancamp, prior to disclosure of the proposed Transaction to the independent members of Fancamp's board of directors and, at least to the knowledge of Dr. Smith as an independent director, without prior board approval. By definition, an "independent advisor" to an issuer's board would be independent of that issuer's management.
Furthermore, with respect to independent legal advisors, the disclosure contained in Fancamp's March 18, 2021 news release, the only legal advisors to Fancamp are corporate counsel Lavery de Billy, LLP ("Lavery"). Under the terms of the arrangement agreement in respect of the proposed Transaction that is posted under Fancamp's SEDAR profile, ScoZinc is required to work with Fancamp's legal counsel to prepare its management information circular (the "ScoZinc Circular") to be provided to ScoZinc's shareholders in connection with their review and approval of the proposed Transaction (an opportunity that Fancamp's board is denying its own shareholders). In other words, Fancamp's legal counsel, are providing corporate and securities law legal advice to ScoZinc, as well as advising Fancamp, in connection with the proposed Transaction. Moreover, the Arrangement Agreement allows ScoZinc to request Fancamp's counsel to prepare the circular. Given that the circular discloses that ScoZinc is incurring $50,000 for all expenses, including financial, printing, legal etc., we can assume that ScoZinc had Fancamp's counsel prepare its circular. This strange state of affairs, seems to be confirmed by the disclosure contained in the ScoZinc information circular in respect of the proposed Transaction, which references Lavery de Billy, LLP under the heading "Legal Matters", and makes no mention of any independent legal counsel to ScoZinc under that heading.
The ScoZinc circular itself suffers from many other deficiencies including the fact that although it is stated that a special committee was formed, it does not set out who was on the special committee, its mandate or its involvement in negotiations. The ScoZinc circular also contains a fairness opinion from Devon Capital which suffers from many of the same deficiencies as the E&Y Fairness Opinion. The Devon Capital fairness opinion does not disclose sufficient experience to support the opinion, Devon Capital participated in a private placement of ScoZinc in May 2020 resulting in a question of independence, Devon Capital relied on information from management without independent verification and it contains no analysis and is simply a conclusory statement that should be given little weight.
Q7: Why are Fancamp shareholders not able to vote on the Transaction?
A: The March 18, 2021 news release says that Fancamp is eager to hold its AGM (similar statements are made in its March 29, 2021 news release) and it also states:
"While the Activists have demanded that the Corporation incur additional expenses by conducting an unnecessary shareholder vote on the Transaction or hold its AGM prior to completing the Transaction, under applicable securities regulations, the Transaction is an arm's length transaction. Accordingly, no approval is required from the shareholders of the Corporation."
The Concerned Shareholders take exception with Fancamp's continued statements intending to intentionally mislead shareholders by continuing to refer to the proposed Transaction with ScoZinc as an "arm's length transaction". As disclosed in Fancamp's and ScoZinc's own joint news release dated February 18, 2021, Mr. Ashwath Mehra is currently a director of Fancamp and ScoZinc, making the proposed Transaction a non-arm's length transaction pursuant to the policies of the TSX Venture Exchange. Furthermore, although not stated in Fancamp's news releases, Mr. Mehra has a personal interest in the transaction as a significant shareholder of ScoZinc holding approximately 18.66% of the outstanding shares in the capital of ScoZinc on a partially diluted basis. The Concerned Shareholders further note that in Fancamp's February 18, 2021 news release, Fancamp conceded that this is a non-arm's length transaction according to Exchange policies, though it neglects in its subsequent news releases to make such a statement.
In addition, in Fancamp's March 29, 2021 news release the Company tells shareholders that ScoZinc made a proposal to Fancamp in respect of the proposed Transaction on November 9, 2020, however details of such proposition were not provided to Fancamp's board of directors until December 4, 2020 Of particular interest to Fancamp's shareholders is that in the ScoZinc's Circular, it is disclosed that Fancamp's other director and Chairman, Mark Billings, resigned from ScoZinc's board of directors on December 2, 2020, just two days before the proposal was to be presented to Fancamp's board, presumably to permit him to vote on the proposed Transaction. In other words, during the period from November 9th to December 2, 2020, presumably while the terms of ScoZinc's proposal were being examined and negotiated, Mr. Billings was a director of both Fancamp and ScoZinc.
The Concerned Shareholders also consider Fancamp's protestations with respect to the potential cost to shareholders arising in connection with Fancamp shareholders being granted the opportunity to vote on the Transaction disingenuous and misleading. As previously noted, the costs associated with holding its annual general meeting (its "AGM") within the time periods prescribed under applicable corporate law are an obligation that the Company already shoulders.
The Concerned Shareholders acknowledge that by granting the Fancamp shareholders the right to vote to approve or reject the proposed Transaction at the AGM, the Company may incur some costs in connection with the preparation of prospectus-level disclosure concerning the proposed Transaction in its AGM management information circular. However, this disclosure has now already been prepared and disseminated in the ScoZinc Circular. Furthermore, as noted above, it appears that, notwithstanding that Fancamp shareholders are being denied the opportunity to vote, Fancamp has elected to shoulder the very cost of the preparation of such documentation that the entrenched board and management are purporting to object to, with Fancamp's counsel seemingly having been responsible, at least in part, for the preparation of the ScoZinc Circular.
It is our opinion that the reason that Fancamp does not want a shareholder vote on the Arrangement is to ensure the Arrangement closes and with the issuance of the additional shares to the ScoZinc shareholders, it will dilute existing Fancamp shareholders significantly, and ensure the election of the management slate at the AGM. By delaying the AGM, Fancamp can both ensure that the dilutive, non-arm's length ScoZinc transaction, that shareholders should be given the right to vote on will occur and also to entrench their own board positions.
The Concerned Shareholders have retained Gryphon Advisors Inc. as its strategic shareholder services advisor. Farris LLP is acting as legal counsel to Dr. 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/79678