- Dr. Peter H. Smith once again needs to clarify misstatements made by the entrenched board and management of Fancamp.
- Dr. Peter H. Smith clarifies that Fancamp consented to a court order that the record date of May 28, 2021 would remain regardless of the date of the AGM.
- The Concerned Shareholders also express concerns with self-interested conduct of Ashwath Mehra at the expense of Fancamp and its shareholders.
Montreal, Quebec--(Newsfile Corp. - August 3, 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") outstanding share capital, wishes to clarify that the record date of May 28, 2021 will remain the same for the 2020 annual general meeting (the "AGM") regardless of the date held. All votes already cast will be counted at the AGM. As a result of the Company's agreement to a consent court order to retain the record date, meaning that all shareholders holding shares on May 28, 2021 will be entitled to vote, it was unnecessary for the British Columbia Supreme Court to order that the AGM be held on July 26, 2021 at the hearing that occurred on July 15 and 16, 2021 of Dr. Smith's petition. Apart from advising the parties that the AGM would not be held on July 26, 2021, the court advised that the timing of the AGM would be addressed when the court gives its reasons for its decision and the other relief sought, which decision is expected to be provided imminently. The Company stated in its July 30, 2021 news release that it obtained an extension from the registrar to hold its AGM before December 31, 2021. This extension was in fact obtained on May 27, 2021 prior to the mailing of the Company's management information circular and prior to the filing of Dr. Smith's petition with the court, although not disclosed to either shareholders or Dr. Smith at that time. This was obviously done by the entrenched board and management to invoke further delay if they found themselves losing the vote.
Dr. Smith also sought orders relating to the use of virtual technology so that all shareholders have an opportunity to vote for either management or dissident nominees, as management is currently weaponizing the technology to disenfranchise supporters of the Concerned Shareholders, in addition to an order to review proxies in advance of the AGM as is customary. The Company consented to these orders despite having previously refused many of the protocols proposed by Dr. Smith and only consented after the petition was filed with the court by Dr. Smith. The Company also consented to a declaration that the dissident nominees have complied with the Company's advance notice policy, which order was necessary, in part, as despite repeated requests, the Company failed to provide the form of agreement that the advance notice policy requires the dissident nominees sign.
Dr. Smith also sought the appointment of an independent chair which the Company has steadfastly refused. Dr. Smith also requested an order that votes cast using Broadridge's QuickVote system be disallowed and they could be re-voted. The Company advised that Broadridge had shut down the system after the filing of the dissidents' circular (which Dr. Smith was not advised of until after the court petition was filed despite that he previously raised concerns with the utilization of such a system for a contested meeting in accordance with established court precedent).
Additionally, Dr. Smith sought an order be put in place to provide temporary relief preventing the closing of the arrangement with ScoZinc Mining Ltd ("ScoZinc", the "ScoZinc Transaction") so that disputes relating to the conduct of the AGM could be resolved if necessary. The dissident nominees have made it clear that they do not intend to close the ScoZinc Transaction if elected. In the Company's July 14, 2021 news release the Company announced that it had agreed to pay ScoZinc $125,000 to extend the closing of the ScoZinc Transaction by one month from July 2, 2021 to August 2, 2021 with an option for Fancamp to pay another $125,000 to extend for another month to September 2, 2021. Unlike the prior agreement which provided for a loan from Fancamp to ScoZinc, this is straight cash being paid to ScoZinc, costing shareholders each month. At the same time the Company is seeking to delay the AGM and the ScoZinc Transaction cannot close until at least 2 days after the completion of the AGM, as ordered by the TSX Venture Exchange. As a significant shareholder in ScoZinc, Ashwath Mehra benefits from these monthly payments to extend the ScoZinc Transaction that may never occur (and which the Company is seeking to delay continually by extending the AGM date). Further, under the ScoZinc Transaction Mr. Mehra has a material interest in the ScoZinc Transaction of approximately $1.4 million.
The ScoZinc Transaction is not the only transaction that Mr. Mehra personally benefits from at the expense of the Company and its shareholders. The Concerned Shareholders objected to the transaction with Champion Iron Mines Limited ("Champion") selling a valuable asset of Fancamp for a cash payment of $1.3 million as first announced on July 8, 2021 (the "Champion Royalty Purchase Agreement"). The Concerned Shareholders expressed strenuous opposition to the Champion Royalty Agreement that it was both well below market value and was a defensive tactic in order to buy votes. On July 15, 2021, only two days after the closing of the Champion Royalty Purchase Agreement, Mr. Mehra announced that he (through his company Astor Management AG "Astor") acquired 22,000,000 shares of Fancamp. Although not stated in Mehra's news release that the acquisition was from Champion, Champion issued a news release the following day announcing the sale of its entire position in Fancamp of 22,000,000 shares. Undoubtedly Mr. Mehra's acquisition of the entire Champion position in Fancamp was negotiated along with the Champion Royalty Purchase Agreement. Only days later Mr. Mehra announced on July 19, 2021 that Astor had acquired another 6,668,000 shares in Fancamp taking its total shareholdings in Fancamp to 17.8%.
It is beyond doubt that despite the record date remaining the same, the delay in the AGM will allow the entrenched board and management to do whatever they can to try to buy more votes. Only you, the true owners of Fancamp can stop this from happening by voting the GREEN proxy and not being swayed or induced to change your vote for cash, employment or other perks that the Company offers to large shareholders.
The Concerned Shareholders will continue to solicit proxies in connection with the 2020 AGM and encourage shareholders to continue to vote the GREEN form of proxy. For those of you that have not voted or were unable to vote due to vacation etc., you can still vote your GREEN proxy. Even if you have already voted using the management form of proxy or voting instruction form you have every right to change your vote. Only the later dated proxy or voting instruction form will be counted at the AGM.
If you have any questions or require any assistance in executing your proxy or voting instruction form, please contact Gryphon Advisors Inc. at 1-833-461-3651 or email inquiries@gryphonadvisors.ca. Shareholders are also encouraged to visit https://www.newsfilecorp.com/company/7723/Concerned-Shareholders-of-Fancamp-Exploration-Ltd to read the Concerned Shareholders press releases issued to date. The Concerned Shareholders would like to thank the true owners of the Company for their tremendous support to date. We urge you to stay the course, despite managements desperate and unethical attempts to entrench themselves at your expense, their days are numbered.
Advisors:
The Concerned Shareholders have retained Gryphon as it 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. Gryphon's responsibilities will also include soliciting shareholders should the Concerned Shareholders commence a formal solicitation of proxies. Dr. Smith has also retained Farris LLP as legal counsel.
The registered address of Fancamp is located at 3200 - 650 West Georgia St. 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' SEDAR profile at www.sedar.com.
For more information regarding the Concerned Shareholders' position please contact:
Gryphon Advisors Inc.
Tel: 1-833-461-3651
Email: inquiries@gryphonadvisors.ca
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/91942.
