Concerned Shareholders Respond to Fancamp's Termination of Peter H. Smith's Consulting Contract
• Concerned Shareholders respond to Fancamp's press release dated April 1, 2021 regarding the termination of the Consulting Agreement with Peter H. Smith, and the groundless and inflammatory allegations made against him.
• Concerned shareholders renew their demand that the entrenched board and management start acting in the best interests of the Company by calling the long overdue AGM as soon as possible and allowing shareholders to vote on the ScoZinc Transaction.
Montreal, Quebec--(Newsfile Corp. - April 9, 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 press release dated April 1, 2021 as a preemptive smear campaign to tarnish the reputation of its co-founder, Dr. Peter H. Smith, and punish him for actually acting in the best interest of the Company. The fact that since Dr. Smith first requested and demanded that the board and management of Fancamp consider shareholders' interests and rights with respect to the highly dilutive plan of arrangement with ScoZinc Mining Inc. ("ScoZinc"), Fancamp board and management stopped paying him as per the terms of the consulting agreement ("Consulting Agreement") as a part of their continued bully tactics and threats that verge on intimidation if he was not to align himself with the Fancamp board and management. The actions taken on April 1, 2021 are not only deplorable, they show the lack of respect for an individual that has given more than half of his life to the betterment of the Company. Dr. Smith has been at Fancamp for over 35 years and has steered the Company in the right direction to the best of his abilities and it is now the current board and management's desire to put their own interests first through this ScoZinc transaction. There was no just cause for the termination of Dr. Smith's Consulting Agreement. The truth is this action has been taken as manner in which to avoid a discussion of the real issues of bad corporate governance, poor disclosure and lack of transparency.
The allegations made in Fancamp's April 1, 2021 press release are groundless, inflammatory and wrongfully portray Dr. Smith's character, motives and actions inside and outside the boardroom. Board and management's so called "multiple attempts to reason" have consisted of stonewalling on the long overdue annual general meeting ("AGM"), disclosure and transparency issues surrounding the proposed ScoZinc transaction, and threats and intimidation which have culminated in the unjustified termination of his Consulting Agreement because Dr. Smith will not play ball with the Fancamp board and management.
Corporate and securities laws demand that all the directors of Fancamp, including Dr. Smith, have a duty to act honestly and in good faith for the best interests of the Company and to avoid situations where that duty comes into conflict with their other obligations or personal interests. The record shows that during his last 35 years, Dr. Smith has consistently put Fancamp's interests ahead of his own. He has always understood that the responsibility of corporate governance is given to directors and must be confirmed by a vote of shareholders at each annual general meeting. The last annual general meeting was held 17 months ago. Dr. Smith has repeatedly stated that the mandate of the current board has lapsed, that the board should call the long overdue AGM and that the board should not approve any transactions that will fundamentally change the share capital or the business of the Company.
In contrast, the current board stubbornly continues to deny shareholders their right to an AGM citing the COVID-19 pandemic repeatedly as the reason, which is disingenuous given all the steps the Company has taken when it suits it, including entering into the ScoZinc Transaction. This reckless disregard for good corporate governance is not in the best interests of the Company, has created uncertainty about Fancamp in the markets and has led to widespread shareholder dissatisfaction. This problem has been exacerbated by the murky circumstances surrounding timing, due diligence, disclosure, transparency and related party issues related to the ScoZinc transaction.
Dr. Smith has repeatedly stated that shareholders should be entitled to vote on the proposed arrangement with ScoZinc. In response, the Company has given Dr. Smith threats of financial ruin and humiliation in a clear attempt to intimidate him. All of the steps taken by Dr. Smith have been in good faith and in the Company's and shareholders' best interests.
The April 1, 2021 press release demands that Dr. Smith resign as a director of the Company. Dr. Smith will not be resigning his position as a director of the Company, nor does the board have the lawful authority to remove him. If the current board and management wish to see Dr. Smith replaced on the board that, they can do so by calling the long-awaited AGM and let the true owners of Fancamp - YOU, the shareholder make the final determination as to whom shareholders wish to steward the Company now and in the future.
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/79959