Saskatoon, Saskatchewan--(Newsfile Corp. - February 2, 2021) - Mr. James Hunter, a concerned shareholder, reports:
Large Shareholder of Fancamp Exploration Ltd. Demands That Fancamp Call AGM Meeting Before March 31, 2021
James Hunter of Saskatoon, Saskatchewan, a large shareholder of Fancamp Exploration Ltd. ("Fancamp" or the "Company") holding directly and indirectly 10,005,000 shares, representing approximately 6.02% of the Company's issued and outstanding common shares, is demanding that the Company stop disenfranchising shareholders of the Company and announce a date for the annual general meeting ("AGM") to be held on or before March 31, 2021. Mr. Hunter and other likeminded shareholders are responding to the Company's November 20, 2020 announcement that, under special provisions to provide relief from restrictions related to the COVID-19 pandemic, the Company had obtained an extension from the BC Registrar of Companies of the time within which it is required to hold its AGM for the year 2020 by six months from December 31, 2020, to June 30, 2021.
Among the group of shareholders sharing Mr. Hunter's concerns (the "Concerned Shareholders") is incumbent director of Fancamp, Peter H. Smith, of Montreal, Quebec who, on December 22, 2020, issued his own statement objecting to the Company's actions to delay holding its 2020 AGM. Also involved in the group of Concerned Shareholders is Mark Fekete of Montreal, Quebec.
Echoing Mr. Smith's prior comments, Mr. Hunter considers the delay of the AGM as a self-serving tactic designed to extend current management's tenure as they seek ways to entrench and enrich themselves at the expense of the Company. Mr. Hunter vehemently rejects that the pandemic relates in any way to the Company's ability to call and hold the AGM in a timely manner. A review of the Canadian junior mining market clearly demonstrates that despite COVID-19 many issuers have continued to hold annual meetings in due course with the efficiencies of on-line tools that allow for virtual meetings. Moreover, BC issued a ministerial order on April 21, 2020 to temporarily allow corporations governed by the BC Business Corporations Act to conduct electronic meetings of shareholders, regardless of an entity's articles or bylaws that might otherwise prohibit such format.
Mr. Hunter wants all shareholders to have the opportunity within a proper time frame to decide as to whom should be given the mandate as directors of Fancamp and demands that the current management and board put shareholders' rights ahead of their own personal self-interests. In the Company's November 20, 2020 news release announcing the delay of the AGM, the Company advised shareholders that it expected to hold the AGM in the first quarter of 2021. These promises were echoed by the Company's interim CEO, Rajesh Sharma speaking to Company shareholders in an "investor call" hosted by the Company on January 19, 2021, in which Mr. Sharma told shareholders that the Company was looking to call a shareholder meeting "in the coming weeks." Mr. Hunter believes that it is incumbent upon the Company to act on its promises to shareholders and call an AGM to allow its shareholders to be heard.
Under applicable securities laws, Mr. Hunter, Mr. Smith and Mr. Fekete may be considered to be acting "jointly and in concert" in connection with their efforts to have the Company call an AGM, and voting of the shares held by them at the AGM once called.
Mr. Smith has beneficial ownership and control over an aggregate of 4,511,097 common shares and stock options to acquire a further 2,400,000 common shares (the "Options") of the Company. Mr. Fekete holds 400,000 common shares. Together, Mr. Hunter, Mr. Smith and Mr. Fekete jointly hold an aggregate of 14,916,097 common shares representing approximately 8.94% of the outstanding common shares of the Company. Assuming exercise of all of the Options, Mr. Hunter, Mr. Smith and Mr. Fekete would jointly have ownership and/or control over an aggregate of 17,316,097 common shares, representing approximately 10.28 % of the then issued and outstanding common shares of the Company.
Each of Mr. Hunter, Mr. Smith and Mr. Fekete acquired the securities of the Company for investment purposes, and has no present intention to acquire further securities of Company, although each may in the future participate in financings and/or acquire or dispose of securities of the Company in the market, privately or otherwise, as circumstances or market conditions warrant.
A copy of the Early Warning Report filed by Mr. Hunter, Mr. Smith and Mr. Fekete with the applicable securities regulators in respect of the above acquisition is available at www.sedar.com under the Company's SEDAR profile.
The Concerned Shareholders have retained Gryphon Advisors Inc. as their strategic shareholder services advisor.
For more information regarding the Concerned Shareholders' position please contact:
Gryphon Advisors Inc.
Tel: 1-833-461-3651
Email: inquiries@gryphonadvisors.ca
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 7290 Gray Avenue, Burnaby, British Columbia V5J 3Z2. A copy of this press release may be obtained on Fancamp' SEDAR profile at www.sedar.com.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/73451
