- Press Release issued on September 7th by the entrenched board and management is purposely deceitful as it portrays an incomplete picture of the decision rendered by the Supreme Court of British Columbia
- Court reinforces voting record date must remain the same and notes the TSX Venture Exchange has required that Fancamp hold its AGM at least two clear business days before closing the ScoZinc Arrangement
- Reminds Shareholders that the Entrenched Board and Management have consistently refused to hold the AGM in efforts to thwart shareholder democracy and continue to not announce a meeting date
- Shareholders are urged to stop Management from further entrenchment and destruction of shareholder value by continuing to vote the GREEN form of proxy and to resist desperate inducements to change their votes
- The Concerned Shareholders would like to thank the true owners of Fancamp for their tremendous support and patience to date and are confident enough votes have already been cast on GREEN to win the vote
Montreal, Quebec–(Newsfile Corp. – September 8, 2021) – Incumbent director of Fancamp Exploration Ltd. (“Fancamp” or the “Company”), Dr. 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’s issued and outstanding common shares, want to update shareholders on recent events impacting the long overdue 2020 annual general meeting of shareholders (the “AGM”) originally scheduled for June 29, 2021, but delayed indefinitely by the incumbent directors and officers excluding Dr. Smith (the “Entrenched Board and Management”).
As noted previously, despite numerous requests made by Dr. Smith which were denied, Dr. Smith was compelled to file a petition with the Supreme Court of British Columbia (the “Court”) seeking 11 different orders. The Company ultimately consented to five orders, including an order that the record date for the AGM has been frozen at May 28, 2021. Hence, the shareholders, and shareholdings, authorized to vote at the meeting will not change. On September 3, 2021, the Court refused to grant an order for an independent chair at the AGM or to order that the AGM occur earlier than November 12, 2021 which was the date the Company submitted to the Court that it intended to hold the AGM. The court also refused to require that votes cast with QuickVote (which was used despite it being considered under general industry practice to be inappropriate for use in a disputed election) be recast noting that they comprise less than 1% of eligible votes. Additionally, the Court noted that the TSX Venture Exchange (the “Exchange”) has required that Fancamp hold its AGM at least two clear business days before closing the transaction with ScoZinc Mining Ltd. (“ScoZinc”, the “ScoZinc Arrangement”) and Dr. Smith can re-apply for further orders after the AGM if necessary. In effect the Court has maintained the status quo with respect to the AGM.
Shareholders are reminded that the Entrenched Board and Management have consistently refused to hold the AGM in a timely manner. A full 22 months has passed since the last annual general meeting and Fancamp stubbornly remains not in compliance with section 4 of Exchange Policy 3.2. with respect to the timing of annual general meetings. The AGM, as scheduled on June 29, 2021, was postponed indefinitely under an extension granted on May 27, 2021 by the BC Registrar of Companies under the pretext of issues related to the COVID-19 pandemic, prior to the filing of Dr. Smith’s petition to the court. In Fancamp’s September 7, 2021 press release it falsely states that the postponement was made necessary by Dr. Smith’s petition. In any event, the Court has settled this petition, so it is no longer an excuse to delay the AGM.
Aside from the issue of the long overdue AGM, shareholders are encouraged to review the annual Audited Annual Financial Statements and Management Discussion and Analysis (the “Annual Financial Statements”) filed August 30, 2021 on SEDAR for the fiscal year 2021. It has been a full year since Dr. Smith was forced to resign his position as CEO in favour of Rajesh Sharma in that role. The Annual Financial Statements provide information for the 12-month period ending April 30, 2021 and so it does not cover the full period of Mr. Sharma’s tenure as CEO. However, it does show that Mr. Sharma has failed to build any new value for shareholders. The share price has remained stagnant even though Fancamp recorded net income of $0.11 per share basic for the period. This extraordinary increase in net income is related mainly to unrealized gains on marketable securities ($15,007,544) and realized gains on the disposal of marketable securities ($6,833,369). These gains are almost entirely attributable to securities of Champion Iron Mines Ltd. (“Champion”) that were acquired directly due to actions undertaken by Dr. Smith on Fancamp’s behalf years before Mr. Sharma became involved with the Company.
Management and consulting fees have exploded to $564,084 for 2021 from $93,375 in the same period for 2020. For his part, the Annual Financial Statements show that Mr. Sharma has collected fees of $139,000 over a seven and half month period for approximately $18,500 per month. No details of his management contract are revealed in the Annual Financial Statements. Legal Fees are $739,836 for 2021 compared to $249,525 for 2020 due mainly to multiple frivolous civil suits launched by Fancamp against Dr. Smith. On the exploration side, no meaningful drilling, survey or assay results have been reported during Mr. Sharma’s tenure as CEO. Total exploration costs for fiscal 2021 amounted to only $430,492 with $193,470 (45%) of that described vaguely as “Engineering, Consulting and Sundry”. It is shocking that exploration costs for the 12-month period amounted to a mere 17% of total expenditures compared to 83% ($2,138,260) spent on general and administrative expenses.
The subsequent notes also cast doubt on the ability of the Entrenched Board and Management to fulfill their fiduciary duty to do what is best for the Company. The ScoZinc Arrangement continues to drain Fancamp with a secured loan agreement of $250,000 to ScoZinc executed on May 19, 2021, and outright cash payments to ScoZinc of $125,000 per month subsequently to obtain one month extensions for July and August. This is excessive considering that there is no guarantee that the ScoZinc Arrangement will close.
On May 12, 2021, KPMG International Ltd. was retained to launch a formal forensic investigation into the alleged misconduct of Dr. Smith and on May 14, 2021 Fancamp filed a civil claim in the British Columbia Supreme Court against Dr. Smith. Dr. Smith has produced documentation in accordance with the rules of court. Despite demand and in breach of the rules, the Company has yet to produce any documents to Dr. Smith in the BC action. Notably, it has also refused, despite requests, to provide particulars of the alleged self-dealing allegations made in the BC action. In the BC petition proceedings, KPMG advised that they had received over 100,000 documents and the only opinions they have been able to provide are that the Magpie transaction which is a basis for action occurred in 2007, has been disclosed since the 2008 audited financial statements and there is a discrepancy in the records as to whether shares were issued to Dr. Smith in consideration for past services or for agreeing to be a director. Moreover, despite that over 100,000 documents have been provided to KPMG, the Company proceeded with a duplicative proceeding the Quebec Superior Court to obtain technical and financial information belonging to the Company allegedly withheld by Dr. Smith. On August 6, 2021, the safeguard order was dismissed on the basis that there was no urgent need for any documents. Notably, the Company and its auditors were able to sign the audited financial statements without qualification based on the documents in their possession. Further, the Company completed its technical review with the documents in its possession. The only basis to continue to pursue Dr. Smith at the expense of the Company’s shareholders in these circumstances is to attempt to discredit him and bankrupt him in an effort to win the proxy fight.
On May 27, 2021, the day prior to the record date, the Entrenched Board and Management exercised recently issued incentive stock options for the purchase of a total of 10,200,000 common shares. Prior to this exercise they collectively held only 1.9% of the issued and outstanding shares of the Company.
On July 13, 2021, the Company announced that it had received a paltry $1.3 million in exchange for its 1.5% royalty interests in the O’Keefe-Purdy, Harvey-Tuttle, Bellechasse, Oil Can, Fire Lake North Consolidated, Peppler Lake and Moiré Lake iron-ore properties in the Fermont area of Quebec, and for its 100%-owned Lac Lamêlée iron-ore property in the same area under an agreement executed with Champion (the “Agreement”). The Annual Financial Statements state that under the Agreement “… certain future finite production payments [will be] payable once certain iron ore production thresholds have been reached…” Since royalty payments are by definition based on production, it appears Fancamp gave away rights to production payments that it already owned.
The Annual Financial Statements do not reflect disclosure contained in SEDI filings, that Ashwath Mehra a director of Fancamp and of Scozinc, purchased 22,000,000 shares of Fancamp from Champion on July 15, 2021 through ASTOR Management AG, a company that he controls. This transaction was done only two days after the Royalty Agreement between Fancamp and Champion closed. On July 19, 2021 Mehra, again through ASTOR Management AG, acquired an additional 6,668,000 to bring his beneficial ownership and control to 31,418,000 shares, representing 17.8% of the outstanding issued and outstanding share capital.
The interim first quarter financial statements for the three months ending July 31 are due to be filed by Fancamp by the end of September. These statements will likely reveal more misguided spending on administrative, directors fees and legal fees, no efforts to build value for shareholders and continued unwillingness to apply fiduciary duties to the Company above the self-interests of the Entrenched Board and Management. The easiest, quickest, most ethical and legal way to prevent this continued, massive hemorrhage of Company funds is to hold the long-overdue AGM. Fancamp cannot move forward until the festering issue of accountability of the board to shareholders is settled.
Shareholders are urged to stop the Entrenched Board and Management from further entrenchment and destruction of shareholder value by continuing to vote the GREEN form of proxy and to resist inducements to change their votes. The Concerned Shareholders would like to thank the true owners of Fancamp for their tremendous support and patience to date. This support comes from independent shareholders that are completely frustrated and totally disgusted by the unethical, corrupt and frantic entrenchment tactics employed for personal benefit over the interests of the Company.
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 annual general 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.
Email: [email protected]
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/95881
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