Advance Notice Filed with Fancamp Exploration Ltd. for the Nomination of Six Director Nominees to Replace the Directors of Fancamp Exploration Ltd.
From January 2016 to October 2018 Mr. Stephens served as Vice-President of Exploration for Beaufield Resources Inc.\nMr.
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:
| Name and Age | Business Address and Residential Address | Current Principal Occupation or Employment and Principal Occupation or Employment within the Five Preceding Years | Number of Fancamp Common Shares Owned or Controlled(1) | Position with the Company, Proposed Office and Term |
| Peter Henderson Smith Age: 83 |
Business Address: 340 Victoria Avenue Westmount, Quebec, H3Z 2M8 Residential Address: 338 Victoria Avenue Westmount, Quebec H3Z 2M8 |
Dr. Smith was the President and Chief Executive Officer ("CEO") of Fancamp from January 1986 until November 2012 when he retained Chairmanship. He was reappointed interim President & CEO by board decision in March 2014. He was re-elected to the positions of President & CEO at the annual general meeting in October 2014, which he held until August 2020. Dr. Smith served as Chairman of Fancamp from 1986 to December 2010 and from October 2012 to October 2019. Dr. Smith has confirmed he will comply with the Company's Corporate Policies and Guidelines. Dr. Smith is not "independent" of the company within the meaning of sections 1.4 and 1.5 of National Instrument 52-110 Audit Committees. |
4,511,097(2)(3) | Chairman from 1986 to December 2010 and from October 2012 to October 2019. President and CEO from January 1986 to November 2012 and from October 2014 until August 2020. Interim President and CEO from March 2014 to October 2014. Dr. Smith has been a Director of Fancamp since January 1986. His current appointment as a Director will expire at the Meeting, and upon re-appointment at the Meeting he will serve for a term expiring at the next annual general meeting. |
| James Hunter Age: 61 |
Business Address: #706 2010 11th Ave. Regina, Saskatchewan S4P 03J Residential Address: PO Box 16 RR6 Saskatoon, Saskatchewan S7K 3J9 |
Mr. Hunter is currently a Realtor with EXP Realty Ltd., a position held since January 2021. Mr. Hunter's has been a Realtor for his principle occupation for the last 16 years. 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. Hunter has confirmed he will comply with the Company's Corporate Policies and Guidelines. Mr. Hunter is "independent" of the company within the meaning of sections 1.4 and 1.5 of National Instrument 52-110 Audit Committees. |
16,641,000(4) | Proposed Director Upon appointment at the Meeting he will serve as a director for a term expiring at the next annual general meeting. |
| Louis Doyle Age: 62 |
Business Address: 38 Chemin Lantier Kirkland, Québec H9J 2Z6 Residential Address: 38 Chemin Lantier Kirkland, Québec H9J 2Z6 |
Mr. Doyle is executive Director of Québec Bourse, a position he has held for the past five years. Mr. Doyle was the Compliance officer of Terranueva Corporation (a Canadian Securities Exchange ("CSE") listed company) from December 2018 to September 2020. Mr. Doyle is currently a director of Abitibi Royalties Inc. (a TSX Venture Exchange ("TSXV") listed issuer). Mr. Doyle was previously a director of Terranueva Corporation from December 2018 to April 2021 and Mondias Natural Products Inc. now Lumiera Health Inc. (a TSXV listed issuer) from November 2018 to September 2020. Mr. Doyle has confirmed he will comply with the Company's Corporate Policies and Guidelines. Mr. Doyle is "independent" of the company within the meaning of sections 1.4 and 1.5 of National Instrument 52-110 Audit Committees. |
Nil | Proposed Director Upon appointment at the Meeting he will serve as a director for a term expiring at the next annual general meeting. |
| Mark Fekete Age: 57 |
Business Address: 4281, rue Saint-Hubert Montréal, Québec H2J 2W6 Residential Address: 4281, rue Saint-Hubert Montréal, Québec H2J 2W6 |
Mr. Fekete is President and CEO of Breakaway Exploration Management Inc., a company that provides consulting services to the exploration industry. Since April 2019, he has been the CEO and director of Auston Capital Corp. Previously he was CEO and a director of Hinterland Metals Corp. up to January 2019, and Vice President and a director of Taku Gold Corp. up to November 2017. Mr. Fekete is "independent" of the company within the meaning of sections 1.4 and 1.5 of National Instrument 52-110 Audit Committees. |
400,000 | Proposed Director Upon appointment at the Meeting he will serve as a director for a term expiring at the next annual general meeting. |
| Greg Ferron Age: 48 |
Business Address: 38 Tennis Crescent Toronto, Ontario, M4K 1J3 Residential Address: 38 Tennis Crescent Toronto, Ontario M4K 1J3 |
Mr. Ferron was the Chief Executive Officer and Director of Treasury Metals Inc. from September 2018 until November 2020. Previously, from 2011 to 2019 he was the Vice President Corporate Development and Investor Relations at Laramide Resources Ltd. and Vice President Corporate Development of Treasury Metals from 2012 to 2018. Mr. Ferron has had senior roles at TMX Group Limited and Scotiabank. Currently Mr. Ferron is head of the audit committee and chairman of the finance committee at Platinex Inc. and provides capital market advisory services to private and publicly traded resource companies. Mr. Ferron has confirmed he will comply with the Company's Corporate Policies and Guidelines. Mr. Ferron is "independent" of the company within the meaning of sections 1.4 and 1.5 of National Instrument 52-110. |
1,125,000 | Proposed Director Upon appointment at the Meeting he will serve as a director for a term expiring at the next annual general meeting. |
| Mathieu Stephens Age: 45 |
Business Address: 5390 West River Drive Ottawa, Ontario K4M 1G4 Residential Address: 5390 West River Drive Ottawa, Ontario K4M 1G4 |
Mr. Stephens has been the President and CEO of UrbanGold Minerals since February 2019. From January 2016 to October 2018 Mr. Stephens served as Vice-President of Exploration for Beaufield Resources Inc. Mr. Stephens has confirmed he will comply with the Company's Corporate Policies and Guidelines. Mr. Stephens is "independent" of the company within the meaning of sections 1.4 and 1.5 of National Instrument 52-110. |
Nil | Proposed Director At the Meeting the nominee will be elected to serve as a director for a term expiring at the next annual general meeting. |
(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:
Gryphon Advisors Inc.
Tel: 1-833-461-3651
Email: [email protected]
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