Advance Notice Filed with Fancamp Exploration Ltd. for the Nomination of Six Director Nominees to Replace the Directors of Fancamp Exploration Ltd.
May 17, 2021 at 06:59 AM EDT
Montreal, Quebec--(Newsfile Corp. - May 17, 2021) - Incumbent director Dr. Peter H. Smith, who, together with joint actors (the "Concerned Shareholders"), holds directly and indirectly an aggregate of 21,994,587 shares, representing approximately 13.25% of the Company's issued and outstanding common shares of Fancamp Exploration Ltd. (TSXV: FNC) ("Fancamp" or the "Company"), has filed a notice (the "Notice") with the Corporate Secretary of Fancamp for the nomination of six highly-experienced independent directors to be elected to the board of the Company at the annual general meeting of the Company to be held on June 29, 2021 (the "Meeting"). Assuming exercise of Dr. Smith's 2,400,000 options, Dr. Smith, together with all joint actors would have ownership and control over an aggregate of 24,394,597 common shares of Fancamp representing approximately 14.48% of the then issued and outstanding common shares of the Company.
Dr. Smith's proposed slate of director nominees include Dr. Peter H. Smith, James Hunter, Louis Doyle, Mark Fekete, Greg Ferron and Mathieu Stephens (the "Nominees") each of whom is highly qualified and well-known in the business community. Please refer to each nominee's brief biography below. Dr. Smith has filed the Notice in accordance with the terms of an Advance Notice Policy, without conceding the validity of the Policy, the form of which was attached as Schedule "A" to the Company's management information circular, for the annual general meeting of shareholders of Fancamp held on October 25, 2013 (the "Policy").
As will be discussed more fully in a dissident circular to be issued, it is the intention of the Nominees, if elected, to not complete the proposed plan of arrangement with ScoZinc Mining Ltd (the "Arrangement"). As such, a vote case in favour of the dissident slate should be considered a vote cast against the Arrangement, which is a highly dilutive non-arm's length transaction. Instead the Nominees intends to focus on the diversified strong portfolio of assets that the Company has and continue with further exploration activities.
Dr. Smith has proposed a number of protocols to ensure that the Meeting takes place in an orderly fashion and with integrity and that the shareholders are not disenfranchised either before or at the Meeting. These proposals include a request for an independent chair, a procedure for disputed ballots, and procedure for court or regulatory challenges following the Meeting to allow for any issues arising to be resolved prior to the closing of the Arrangement. These requests are consistent with good corporate governance expectations and will allow shareholders to choose the board they want and to allow their views on the Arrangement to be heard prior to any closing of the Arrangement.
The following table contains information regarding the proposed Nominees' place of residence, principal occupations for the past 5 years, and security holdings in Fancamp:
(1) Information as to the securities of Fancamp beneficially owned or controlled, or directed, directly or indirectly by the Nominees, not being within the knowledge of Dr. Smith, has been furnished by such persons as of the date of this notice and reflects securities owned or controlled as at the date hereof.
(2) Includes 4,311,097 common shares held by Dr. Smith directly (3,078,474 registered common shares and 1,232,623 common shares held beneficially) and 200,00 shares beneficially controlled by Dr. Smith on behalf of the Estate of Hazel Smith. Dr. Smith also holds stock options to acquire 2,400,000 common shares.
(3) As disclosed in an early warning report filed on May 5, 2021, Dr. Smith is acting jointly and in concert with James Hunter, Mark Fekete and Heather Hannan. As at the date of hereof, Dr. Smith, Mr. Hunter, Mr. Fekete and Ms. Hannan as joint actors, own or control an aggregate of 21,994,597 common shares
(4) Includes 12,785,000 common shares beneficially owned indirectly through Llewellyn Holdings Ltd. and 3,856,000 shares held directly.
The Concerned Shareholders are not soliciting proxies in connection with the Meeting at this time. The Concerned Shareholders have retained Gryphon Advisors Inc. ("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.
For more information regarding the Concerned Shareholders' position please contact:
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 the Nominees for election to the Company's board of directors at the Meeting of shareholders, the record date for the Meeting has not yet occurred 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 the Meeting, is 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/84281