Concerned Shareholders File Letter to Shareholders and Concerned Shareholders Circular Which Provides Fancamp Shareholders with a Plan to Create Value
- Strongly recommends shareholders vote only the GREEN proxy FOR all six of the Concerned Shareholders' Nominee's Slate of exceptionally qualified director nominees no later than 5:00pm (Toronto Time) on June 24, 2021.
- Provides 90 Day Plan to change direction of Fancamp and create shareholder value.
- Reminds shareholders voting for our highly qualified Nominee Slate of Concerned Shareholder is voting AGAINST the dilutive ScoZinc Transaction.
- Shareholders with questions on voting should contact Gryphon Advisors Inc. at 1-833-461-3651 toll free in North America (1-416-902-5565 by collect call) or email us at email@example.com.
Montreal, Quebec--(Newsfile Corp. - June 8, 2021) - Incumbent director of Fancamp, 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 Exploration Ltd.'s ("Fancamp" or the "Company") issued and outstanding common shares, has SEDAR filed its Concerned Shareholders circular (the "Circular") today and has commenced the mailing of the Circular and its accompanying letter to shareholders. The letter carefully lays out its plan to create shareholder value and return Fancamp to its core business of being an exploration company. Furthermore, the letter strongly recommends that shareholders vote only the GREEN proxy for all of the Concerned Shareholders Nominee Slate of highly qualified director nominees.
YOUR CHOICE IS SIMPLE. A vote for the entrenched management slate is giving your support for the highly dilutive, self-serving and non-arm's length transaction with ScoZinc Mining Ltd. (the "ScoZinc Transaction"). Voting for our highly qualified Nominee Slate of Concerned Shareholder's is voting AGAINST the ScoZinc Transaction.
If we are successful, our Nominee Slate will refuse to close the ScoZinc Transaction, right this ship and act as proper stewards of YOUR investment to ultimately increase shareholder value.
For ease of reference the letter to shareholders is below in its full entirety.
Letter to Fancamp Exploration Ltd. Shareholders
Dear Fellow Fancamp Shareholder,
Your investment in Fancamp Exploration Ltd. (the "Company" or "Fancamp") is at a crossroad. At the upcoming Annual General Meeting (the "Meeting") of the shareholders of the Company (the "Shareholders"), it will be up to YOU to determine the future of YOUR Company. As a Shareholder you have two distinct choices:
- Elect our slate of nominee directors (the "Nominee Slate") and choose a strategy that moves the Company forward with a continuing plan to create significant value, strengthening of the current operations of the Company as an exploration company that is focused on developing its valuable portfolio of assets and act in the best interests of the Company and its Shareholders, rather than pivoting to questionable, otherwise unfinanceable mining operations. Furthermore, this choice allows you to oppose the proposed highly dilutive business combination with ScoZinc Mining Ltd. ("ScoZinc") (the "Transaction") - that is - THE SCOZINC TRANSACTION WILL NOT BE COMPLETED;
- Elect the nominees put forth by the entrenched board and management (the "Entrenched Slate") and choose a self-serving plan that only benefits the incumbent board and management at the expense of the true owners of the Company. You have had a front seat view of what the incumbent board and management are willing to do to entrench themselves at YOUR expense. Their decisions and actions over the last seven months have shown you the utter disregard they have for the true owners of the Company. If YOU choose the Entrenched Slate, you will continue to see transactions that further entrench the incumbent board and management and reward their friends and cronies all at YOUR expense. THE SCOZINC TRANSACTION WILL BE COMPLETED.
This proxy fight is very simple once you peel back all the rhetoric that the incumbent board and management have been spouting - it is whether YOU as the true owner of this Company wish to approve a plan of arrangement the Company has entered into with ScoZinc which has been determined to not offer any value to YOU the current owners of the Company but instead is a financial drain on the Company's assets and which personally benefits Mr. Mehra, in the amount of $1,400,000 (as buried at the end of the management information circular). Furthermore, the incumbent board and management entered into this Transaction without once thinking about YOUR investment in the Company. They only contemplated their own personal interests. They saw this Transaction as an opportunity to further entrench themselves and to distract Shareholders from their recent persistent egregious behavior aimed at forcing the Transaction through at your expense and atrocious, unwarranted, unfounded personal attacks against the one board member willing to stand up for you.
Additionally, what Management failed to tell you was the Transaction will result in the issuance 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 YOUR company to ScoZinc shareholders and the share structure will increase to 317.0 million shares!
To be crystal clear, this proxy fight is in essence, your only chance to have a say on the Transaction. A vote for the Entrenched Slate is giving your support for the ScoZinc Transaction. Voting for our highly qualified Nominee Slate is voting AGAINST the ScoZinc Transaction. If we are successful, the Nominee Slate will refuse to close the Transaction with ScoZinc, right this ship and act as proper stewards of YOUR investment to ultimately increase shareholder value.
The behaviour of Mr. Billings, Mr. Mehra, Mr. Ankorn and Mr. Sharma highlight the lack of respect they have for Fancamp Shareholders and underscores that these individuals feel that they can do whatever they want. It is clear they have forgotten their accountability to Shareholders and apparently feel they can manipulate various rules and policies that are in place to protect shareholders to their advantage with impunity. This must stop, and it must stop now.
After a review of the facts set out in this circular, and reviewing our proposed extremely highly qualified Nominee Slate, it should be clear to Shareholders that the best - and only - way to protect YOUR interests and to support value creation is to vote FOR all of the Concerned Shareholders' resolutions using only the GREEN proxy.
Vote Using the GREEN Proxy FOR the Right Strategy, a Clear Path Forward and the Right Board of Directors
While continuing to execute on the optimal strategy, the group of concerned shareholders (the "Concerned Shareholders") comprised of Peter H. Smith, James Hunter and his affiliates, Mark Fekete and Heather Hannan, are taking action to strengthen the board and improve its corporate governance. The first step in strengthening the board is to provide Shareholders with a slate of nominees that are highly skilled and have the relevant experience to make Fancamp stronger across the board. The Nominee Slate of highly qualified and experienced professionals bring significant mining, regulatory, capital markets and financing skills that will represent the interests of the Company and ALL Shareholders and when compared to the Entrenched Slate and management the choice will be crystal clear. You will find more information about our nominees in this Circular but by way of introduction the members of our Nominee Slate are as follows:
- Dr. Peter Henderson Smith: Dr. Smith was the President and Chief Executive Officer of Fancamp from January 1986 until November 2012, and from October 2014 until August 2020. He was also Chairman from 1986 -2010 and from October 2012 to October 2019.
- Mr. James Hunter: Mr. Hunter is currently a Realtor with EXP Realty Ltd., a position held since January 2021. Mr. Hunter is also the president of Llewellyn Holdings Ltd., a private investment company. Mr. Hunter has been a licensed power engineer since 1982.
- Mr. Louis Doyle: Mr. Doyle is executive Director of Québec Bourse the association regrouping Québec based listed companies and other markets stakeholders, a position he has held for 5 years. Before, Mr. Doyle spent 15 years as the Vice-President, Montréal of TSX Venture Exchange. During his tenure, he acted as chairman of TSX Venture Listing Committee and was a member of the Policy committee.
- Mr. Mark Fekete: Mr. Fekete is the President of Breakaway Exploration Management Inc., a company that provides consulting services to the exploration industry. He is currently President and CEO of Auston Capital Corp., a TSX Venture capital pool company. He will also be the CEO of Fancamp once the Meeting is over and we are successful.
- Mr. Mathieu Stephens: Mr. Stephens was the President and CEO of UrbanGold Minerals Inc. UrbanGold was very recently acquired by Troilus Gold Corporation and Mr. Stephens is now acting as a consultant during the transition period.
- Mr. Greg Ferron: Mr. Ferron was the director and CEO of Treasury Metals Inc. from September 2018 until November 2020 following the First Mining Inc. transaction. Previously, from 2011 to 2018 he was the Vice President Corporate Development and Investor Relations at Laramide Resources Ltd. and Treasury Metals Inc. He is currently a director at Platinex Inc. and provides corporate development and advisory services to mining clients including Northern Sun Mining, Platinex and Maxtech Ventures.
As you will see, the Nominee Slate not only bring years of experience and expertise, they are extremely knowledgeable about the industry and understand what it means to be a director of a public company. They understand what their fiduciary duties are and will always put Fancamp first.
Vote Using the GREEN Proxy FOR the Right Strategy, and a Clear Path Forward and the Right Board of Directors
The proposed strategy and 90-day execution plan for the Company (which is further outlined in greater detail in the Circular) will build positive momentum and offer several avenues to significant value creation for ALL Shareholders such as:
- Completing a CFO search.
- Implementing good corporate governance practices such as chartering committees, adopting a Code of Business Conduct and Ethics and conducting a review of the Company's articles to ensure that they are in accordance with current standards to avoid the misuse that resulted in the appointment of Mr. Sharma as a board member and other abuses that have been displayed by the Entrenched Slate in their efforts to maintain control of the Company and complete the Transaction.
- Strengthening the technical, marketing and management capacity of the executive team to fully exploit the Company's impressive exploration portfolio.
- Executing aggressive, disciplined, innovative exploration guided by clear objectives to create value, leverage investment risk and maximize the probability of long-term success.
- Monetizing the existing portfolio by farming out property interests in exchange for cash, securities and work expenditures.
- Leveraging the strong balance sheet to uncover transactions, forge alliances and form joint venture partnerships to expand the asset pipeline and generate new value-added opportunities for Shareholders.
- Launching a marketing strategy to communicate the value of the Company to financial institutions and retail investors.
- Refusing to complete the Transaction and, if required, pay the unfortunate break fees agreed to by the entrenched board and management in their efforts to force the Transaction through.
The incumbent board and management have intentionally downplayed the potential of the Company's property portfolio and halted any meaningful exploration work to bolster its narrative in support of the ScoZinc Transaction. The Nominee Slate, when elected, will give the new executive team a clear mandate to immediately implement an aggressive, surface exploration plan to catch up for lost time and missed opportunities. The goal of this work will be to develop technically solid targets on several properties to be drilled within a six-month time frame. This work will focus primarily on projects in the Abitibi Greenstone Belt of Québec but will also include work on projects in New Brunswick and the Gaspé region of Québec. New management will also be given the authority to promote the Company's exploration assets to attract transactions or joint venture partnerships. The current mantra of dysfunction, inactivity and self-dealing will be replaced by good corporate governance, team effort, decisive action and a commitment to unlock the inherent value of the Company.
Protect Your Investment by WITHHOLDING from Voting for Any of the Entrenched Slate and Voting FOR the Nominee Slate Using Only the GREEN Proxy.
The Entrenched Slate have already shown you who and what they are. A group of individuals that have one common goal - to enrich and entrench themselves at YOUR expense. They have constantly been trying to pull the wool over YOUR eyes by falsely stating:
- That they had a valid reason for requesting an unjustifiable extension from the BC Registrar of Companies of the time within which it is required to hold its annual general meeting ("AGM") for the year 2020 by six month from December 31, 2020 to June 30, 2021.
- The truth is that the only reason why this request was made was that they were hoping to close the Transaction without Fancamp Shareholder approval and without the true owners of Fancamp having an opportunity to vote on the board at the AGM as they knew that Shareholders wanted change. Under their plan current Shareholders would have been diluted by 6:1 and with the new shareholder base YOUR voice would not have mattered at the upcoming Meeting and the incumbent management and board would have had enough support to get their scheme through. Further, the Company misled the Shareholders as to the expected timing of holding the AGM. These efforts failed only because of the extensive submissions made by Dr. Smith to the TSX Venture Exchange (the "TSXV") which resulted in the TSXV requiring that the Company not close the Transaction until Shareholders have a vote at their long overdue AGM.
- They falsely claim that the Transaction is not dilutive.
- In all public communications the incumbent board and management refused to clearly state to its owners that the Transaction is highly dilutive. The Entrenched Slate and management refused to state plainly for shareholders the basic fact that the 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 to an aggregate of 317.0 million shares! When asked or pressed their response is filled with words that in the end are there to confuse and baffle its audience when the very truth of the matter is that Fancamp Shareholders will be severely diluted. Furthermore, it is precisely this dilution that the Entrenched Slate 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. In addition to the substantial dilution Fancamp Shareholders will suffer, they will also see the Company's assets put toward the substantial costs of approximately $30 million to develop the mine over the next year which is approximately the same amount as Fancamp's current assets.
- They repeatedly falsely stated that the Transaction went through a transparent, credible and thorough "process" with input from independent financial and legal advisors.
- The truth is Fancamp did not have independent financial and legal advisors until Dr. Smith's complaints to the regulators brought the matter before the British Columbia Securities Commission. The only financial advisors that the entrenched board and management have disclosed to date are Ernst & Young Global Limited who were retained by management, prior to disclosure of the proposed Transaction to the independent members of Fancamp's board of directors, and without prior board approval. By definition, an "independent advisor" to an issuer's board would be independent of that issuer's management. Further, despite repeated calls for disclosure, Fancamp has refused to disclose the fairness opinion it obtained. Dr. Smith obtained an expert opinion identifying serious flaws with the fairness opinion that Fancamp's entrenched board and management claim to rely upon. However, with respect to independent legal advisors, the incumbent board and management publicly disclosed that the only legal advisors to Fancamp are corporate counsel Lavery de Billy, LLP. Under the terms of the arrangement agreement in respect of the proposed Transaction, ScoZinc was required to work with Fancamp's legal counsel to prepare its management information 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 was providing corporate and securities law legal advice to ScoZinc, while also advising Fancamp, in connection with the proposed Transaction. That is what they call "independent advice". The process was fundamentally flawed and involved conflicted board members, included numerous failures to disclose fundamental information to the independent board members relating to this non-arm's length Transaction. Notably, in the management information circular, the Company says that under applicable stock exchange policies, the Transaction is an arm's length Transaction despite having conceded in its February 18, 2021 news release announcing the Transaction that "it will be a non-arm's length transaction pursuant to the policies of the TSX Venture Exchange".
- They falsely claim and point the finger at Dr. Smith to say that he has a self-serving agenda to take over the Company and destroy shareholder value and that he has failed to comply with duty of confidentiality.
- The truth is that ever 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 Transaction, the entrenched Fancamp board and management stopped paying him as per the terms of his consulting agreement as a part of their continued bully tactics and threats that verge on intimidation if he was not going to align himself with THEIR self-serving agenda. They say that Dr. Smith was asked to resign before he was advised of the Transaction, but they do not say that the plan by Mr. Mehra and Mr. Billings relating to the ScoZinc Transaction began in August, 2019, when they joined the board of ScoZinc within months of each other (along with Mr. Haywood becoming a director and Mr. Candrea joining ScoZinc, who will both join Fancamp if the Transaction completes) and Mr. Mehra acquiring his substantial position in ScoZinc.
- Dr. Smith has given more than half of his life to the betterment of this Company. He has steered this Company in the right direction to the best of his abilities and now the Entrenched Slate and management are trying to impugn his reputation that he has worked so hard to build. Once they were aware that Dr. Smith was not going to play their game, they fired him, alleging cause which does not exist. They have now commenced frivolous legal actions against Dr. Smith as another form of intimidation and in an effort to financially ruin him, just as the Board had threatened. In response to any request to resolve matters, Dr. Smith repeatedly requested that Shareholders be given a chance to vote on the Transaction. The primary damage claimed by the Company is that Dr. Smith sold shares of Champion Iron Ltd ("CIA"). The fact is that these shares were sold over an extended period of which the current board was fully aware in order to fund exploration expenses and avoid dilution to YOU the Shareholders. Ironically, it was through staking activities that Dr. Smith was responsible for, that the Company obtained the CIA shares in the first place. Shareholders should also be suspicious of the fact that the Company chose to establish a special committee to investigate Dr. Smith AFTER commencing legal proceedings against him. Moreover, they describe the Special Committee as made up of disinterested members, but it includes Mr. Billings who was on the ScoZinc board until 2 days before the first vote on the Transaction by the Fancamp board.
- The Entrenched Slate and management continue to issue press releases trying to imply that Dr. Smith and the Nominee Slate are not independent and will not comply with requests the Entrenched Slate's counsel has put forward regarding additional information required under their outdated advanced notice policy ("ANP") in an attempt to try to invalidate our Nominee Slate. Further, the Company is misleading in its description of the Nominee's Slate's responses in the management information circular and intentionally included the initial version of the Concerned Shareholder's notice of nominations which was submitted prior to the questions from Management being asked and did not contain the responses that were, in fact provided by the members of the Nominee Slate, despite Dr. Smith's request to do so. The Nominee Slate did not say that it would not continue the investigation or proceedings against Dr. Smith, but instead that it did not have sufficient information to respond to the request and would make that determination after being fully informed. Befitting of their style they are asking the Nominee Slate to confirm that they will continue the investigation against Dr. Smith if they are to win, they are asking the nominee Slate to confirm that they will not reimburse themselves for the costs of the proxy fight if they are successful - a right they have legally to pursue. Yet the Entrenched Slate continues to misuse corporate funds through the use of FOUR law firms and KPMG to try to further entrench themselves as they are unable to accept the inevitable. Shareholders must be skeptical of why such funds are being spent to pursue Dr. Smith when the main allegation against Dr. Smith relates to the sale of the CIA share at what the Company alleges were inopportune times.
- Dr. Smith has always believed that the Company's long-term shareholders will be rewarded for their support and has endeavoured to keep the Company's assets intact and under one roof. Their description of Dr. Smith after he has worked with the current directors for the better part of eight years including Debra Chapman, CFO for 35 years is unrecognizable. The picture they are trying to paint of Dr. Smith is so inaccurate it is laughable and if any of their frivolous claims were true, what does it say about them as they have worked alongside Dr. Smith for a number of years and not once ever had an issue. Furthermore, if any of these claims were true it would bring to question the role of the CFO and other board members for not being true fiduciaries of the Company. Basically, if any of their claims are true it would be a logical conclusion that the incumbent board and management lied to regulators, auditors and YOU the Shareholders and should be held accountable for their role. Notably, the Company asks that you reappoint MNP LLP who have been the auditors since 2011 and that the members of the audit committee, Mr. Billings, Mr. Mehra and Mr. Ankorn remain the same. If the allegations were true, it is clear that the audit committee failed in its purpose to "assist the Board in its oversight of the integrity of the Company's financial statements and other relevant public disclosures, the Corporation's compliance with legal and regulatory requirements." This is consistent with Mr. Billings failings in connection with other companies in which he is involved as Mr. Billings had a cease trade order issued against him in May, 2021, and was also a director of a company that was subject to a year-long cease trade order by the British Columbia Securities Commission in 2015-2016 for failing to file its mandatory documents.
The list of lies and deception go on and on outlining the numerous falsehoods and deceit that the Entrenched Slate and management are willing to spew all in an attempt to pull the wool over YOUR eyes. The lies go so far and the disrespect to YOU runs so deep that Mr. Mehra did not feel the need to disclose that in addition to being a director of ScoZinc, he is also a large shareholder of ScoZinc and, as a result, stands to benefit personally from the completion of the Transaction. Furthermore, there has been no mention in Fancamp's disclosure 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 annual general meeting held on November 3, 2020, and two days before the first vote by the Company relating to the Transaction. All this means that both Mr. Mehra and Billings are conflicted with respect to the Transaction.
The only way to stop this type of behaviour is to usher in a new board of directors with relevant skills, expertise and experience that will act in the best interest of the Company and its Shareholders to seek out opportunities that will increase shareholder value as opposed to decreasing shareholder value.
We had hoped that we could force the incumbent board and management to show fairness to Fancamp Shareholders and hold a meeting to allow shareholders to vote to approve the Transaction. However, the incumbent board and management refused to consider YOUR ownership and your right to preserve YOUR investment (which in some individual cases is more ownership than any of them). The incumbent board and management had hoped that they could have rushed this Transaction through, dilute the true owners and get away with this. Unfortunately, Fancamp has not been ordered to get Shareholder approval for the Transaction but the TSXV has made it very clear that Fancamp will not receive TSXV approval to close the Transaction unless the AGM is held. By requiring that Shareholders have their say on the composition of the board before the Entrenched Slate and management can force a closing of the Transaction YOU are being given an opportunity to have a say on whether YOU approve the highly dilutive Transaction. Ultimately the TSXV has given YOU the opportunity to vote on the Transaction without actually voting on the Transaction.
As a Shareholder you now have an opportunity to be heard and have a say on the Transaction. By voting for the Concerned Shareholder's Nominee Slate YOU are voting to change the current direction of Fancamp and return it to its exploration roots. By voting for the Nominee Slate you are also voting on whether you wish to approve the ScoZinc Transaction. If we are successful at the AGM, the Nominee Slate will not close the ScoZinc Transaction. If you vote for Management's Entrenched Slate you are ultimately voting for the ScoZinc Transaction and voting for an entrenched board and management that does not have YOUR interest at heart, they seem to only care about their entrenchment at the expense of YOUR investment.
Vote FOR the NOMINEE SLATE and Resolutions Using Only the GREEN Proxy Today
YOU control the Company's future, so it's integral that you vote for all of the Nominee Slate and all resolutions in this Circular, using only the GREEN proxy. Time is of the essence. To ensure that your vote is counted at the Meeting please vote immediately and no later than 5:00pm (Toronto time) on June 24, 2021.
For questions or assistance in voting your proxy, please contact the Concerned Shareholder's proxy solicitation agent, Gryphon Advisors Inc. at 1.833.461.3651 toll-free in North America (1.416.902.5565 by collect call) or by email at firstname.lastname@example.org.
We believe that the future is bright and that we are just getting started. Thank you for your continued support as we take the right path to value creation for ALL Shareholders.
(signed) "Concerned Shareholders"
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 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/86972