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  • 2020 annual general meeting of Fancamp shareholders to take place on Tuesday, October 5, 2021 at 10:00 a.m. ET after 12 month delay
  • Shareholders as of the record date of Friday, May 28, 2021, will be eligible to vote at the AGM
  • Strongly recommend shareholders vote only the GREEN proxy FOR all five of the Concerned Shareholders’ Nominee’s Slate no later than FRIDAY, OCTOBER 1, 2021 AT 10:00 A.M. ET
  • Voting for the Concerned Shareholders’ Nominee’s Slate is voting AGAINST the dilutive ScoZinc Transaction which may have been postponed but not cancelled
  • Voting for the Concerned Shareholders’ Nominee’s Slate is voting FOR good corporate governance and a clear strategy for exploration, marketing and value accretion
  • Shareholders with questions on voting should contact Gryphon Advisors Inc. at 1-833-461-3651 toll free in North America (1-416-902-5565 by collect call) or email us at [email protected].

Montreal, Quebec–(Newsfile Corp. – September 27, 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, continue to solicit proxies in connection with the AGM and encourage shareholders to continue to vote the GREEN form of proxy. For those of you that have not voted, you can still vote your GREEN proxy. Even if you have already voted using the Gold proxy form you have every right to change your vote to GREEN. Only the later dated proxy or voting instruction form will be counted at the AGM.

VOTE YOUR GREEN PROXY – DEADLINE: FRIDAY, OCTOBER 1, 2021 AT 10:00 A.M. ET

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 management’s desperate and unethical attempts to entrench themselves at your expense. Their days are numbered.

It has been almost 24 months since the last annual general meeting (“AGM”) was held and after a disgraceful twelve-month campaign of coercion, intimidation and manipulation, the entrenched board and management (the “Entrenched Board and Management”) now feel they have the winning conditions to elect their slate of directors at the AGM. This Entrenched Board and Management group including former director Paul Ankcorn and CFO Debra Chapman started with only 1,800,000 shares or 1.1% of the issued and outstanding share capital in October 2020 when the AGM would normally have been called. Over the past 12 months they have worked every angle to create favourable conditions for the forthcoming AGM to further entrench themselves at the expense of the Company and shareholders. Unfortunately, one of our director nominees, Greg Ferron, was incentivized to jump ship (more on that below). The chronology of this shameful strategy to deny Fancamp shareholders a timely and fair opportunity to elect a board of directors of their choosing is as follows.

  • October 15, 2020 – Rajesh Sharma is appointed as a director only after Chairman Mark Billings exercised a casting vote to override a tie vote. This tactic to stack the board by appointing Mr. Sharma had been blocked by a tie vote at a previous board meeting held only two weeks earlier.
  • November 20, 2020 – Fancamp announces delay of AGM on the false pretext of issues related to COVID-19. Fancamp announces that it intended to hold the AGM in the first quarter of 2021.
  • December 31, 2020 – Fancamp closes dilutive private placement financing of 6,666,667 flow-through shares (see July 19, 2021).
  • February 18, 2021 – Fancamp and ScoZinc Mining Ltd. (“ScoZinc”) announce business combination (the “Transaction”) whereby Fancamp would have issued approximately 84.5 million shares to ScoZinc shareholders representing dilution to existing Fancamp shareholders of 33.7%. On a fully diluted basis existing Fancamp Shareholders would have given up 44.3% of their company to ScoZinc shareholders and the share structure would have blown out to 317.0 million shares! The Transaction was set up as a plan of arrangement whereby Fancamp shareholders did not have the opportunity vote on it. The single largest beneficiary if the Transaction had closed would have been Ashwath Mehra who would have gained 9,230,004 Fancamp shares, 8,030,004 purchase warrants and 240,000 options
  • March 10, 2021 – Fancamp announces further delay to AGM on false pretext of issues related to COVID-19 and the completion of its business review which was complete by that time. Fancamp announces it would hold its AGM in the second quarter of 2021.
  • March 12, 2021 – Fancamp grants 2,500,000 stock options to the Entrenched Board and Management (excluding Dr. Smith).
  • April 1, 2021 – Fancamp terminates the consulting agreement with incumbent director Dr. Smith citing baseless accusations for cause to intimidate him, disparage his reputation and ruin him financially all to discourage the Concerned Shareholders from proceeding with the proxy fight.
  • May 14, 2021 – Fancamp files civil claim against Dr. Smith in an aggressive and costly effort by the Entrenched Board and Management to further entrench themselves at the expense of the Company and shareholders. The interim financial statements due at the end of September will undoubtedly show that vastly higher sums have been committed to this legal campaign.
  • May 27, 2021 – Fancamp is granted second extension of time to hold AGM by BC Registrar of Companies under false pretext of issues related to COVID-19 without disclosing this to shareholders. This extension was clearly obtained only to be used tactically to delay the AGM if the voting was not going in favour of the Entrenched Board and Management slate.
  • May 27, 2021 – With insider knowledge of the BC Registrar of Companies extension (which had not been released to the public), the Entrenched Board and Management exercised their entire cumulative 9,350,000 stock options including the recently issued 2,500,000 stock options .
  • May 28, 2020 – Fancamp sets record date for AGM to be held June 29, 2021.
  • June 19, 2021 – Fancamp postpones AGM once the Entrenched Board and Management realize that their proposed slate of directors will not be elected if the AGM originally scheduled for June 29, 2021 proceeds.
  • July 13, 2021 – Sale of Fancamp’s Fermont Iron assets to Champion Iron Ltd. for a paltry $1.3 million.
  • July 15, 2021 – Subsequent purchase of 22,000,000 Fancamp shares from Champion by ASTOR Management AG, a company controlled by Ashwath Mehra.
  • July 19, 2021 – Additional purchase of 6,668,000 Fancamp shares by ASTOR Management AG, a company controlled by Mr. Mehra.
  • September 16, 2021 – An agreement involving several shareholders including Greg Ferron, formally a nominee for the dissenting Concerned Shareholders slate (the “Ferron Agreement”), whereby board seats are to be traded for votes in favour of the Entrenched Board and Management slate. The Ferron Agreement was reached without the knowledge or consent of the other nominees for the Green slate. Mr. Ferron has withdrawn his consent to act as a nominee for the Green slate and any votes cast for Mr. Ferron will not be counted.
  • September 23, 2021 – Fancamp and ScoZinc agree to “terminate” the ScoZinc Transaction one day prior to its expiry in order to trigger a break fee. Fancamp shareholders are forced to endure a private placement of 1,969,697 common shares of ScoZinc at $0.66 per share for $1,300,000 and lose the $250,000 previously loaned to ScoZinc by accepting 378,788 shares for the debt. This hefty investment into a low-grade deposit is ample proof that there is no intention of Fancamp cancelling the ScoZinc Transaction once and for all. This is simply a strategic retreat. ScoZinc will eventually make its way back to Fancamp’s board room if the Entrenched Board and Management is not replaced. If the Green team is elected, it does not intend to complete the private placement, which as structured, is not in accordance with the policies of the TSX Venture Exchange and will terminate any potential transaction with ScoZinc once and for all.

The events noted above highlight the extent to which the Entrenched Board and Management are willing to go to maintain their positions with no care for the financial damage to the Company or the downward pressure on the share price. During the last twelve months, very little effort or money has been put into exploration, marketing, promotion or property transactions. Almost all energy and funds have been dedicated to creating conditions that will allow the Entrenched Board and Management slate to be elected at the AGM. As shareholders is this who you want to lead your Company and manage your money?

The Entrenched Board and Management have manipulated rules, regulations and policies that are there to protect shareholders to mockingly deny you the true owners of Fancamp the right to have your voices heard at a fair AGM. It is disappointing to see that Greg Ferron and his followers have withdrawn support for the Concerned Shareholders and surrendered their votes to the inducements of board seats and false promises of a flawed corporate strategy. What they did not count on is that there is still strong shareholder support to hold the Entrenched Board and Management accountable for the harm done to Fancamp’s finances and share price.

VOTE YOUR GREEN PROXY – DEADLINE: FRIDAY, OCTOBER 1, 2021 AT 10:00 A.M. ET

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 [email protected] 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 its 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: [email protected]

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/97753.

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