Fancamp Receives Conditional Acceptance from TSX Venture Exchange for ScoZinc Transaction
FANCAMP EXPLORATION LTD.
7290 Gray Avenue, Burnaby, British Columbia, V5J 3Z2
Telephone: 604-434-8829 | Website: www.fancamp.ca
News Release
May 3, 2021 TSX-V Trading Symbol: FNC
Fancamp Receives Conditional Acceptance from TSX Venture Exchange for ScoZinc Transaction
Sets Tuesday, June 29, 2021 as date for Annual General Meeting
VANCOUVER, British Columbia – Fancamp Exploration Ltd. (“Fancamp” or the “Corporation”) (TSX Venture
Exchange: FNC) today announced that it h as received conditional acceptance from the TSX Venture
Exchange (“TSX-V”) for the proposed business combination with ScoZinc Mining Ltd. (“ScoZinc”) (the
“Transaction”). Final acceptance is subject to the completion of the 2020 a nnual general meeting,
including the election of directors (the “AGM”). The Exchange requires Fancamp to hold, and complete,
its AGM as soon as possible, and no later than two clear business days prior to closing the Transaction.
As such, Fancamp is pleas ed to announce that its AGM will be held on Tuesday, June 29, 2021 at 10:00
a.m. (EST). Shareholders as of the record date of Friday, May 28, 2021 will be eligible to vote at the AGM.
Further information related to the AGM will be included in the formal no tice of the AGM and in the
management information circular, which will be mailed to shareholders and made available on SEDAR at
www.sedar.com in a timely manner, in accordance with the applicable securities regulations.
Fancamp is also pleased to announce that the Board of Directors ( the “Board”) has formed a special
committee of directors (the “Special Committee”) , who are disinterested in the Transaction and
independent from activist Mr. Peter H. Smith , to manage the affairs of the Corporation, including matters
relating directly or indirectly to the Transaction and the AGM, as well as addressing Mr. Smith’s repeated
breaches of fiduciary duty. Mr. Smith is a director and former president and CEO of the Cor poration, who
recently had his consulting agreement terminated for cause. The Board believes establishing the Special
Committee is in the best interest of the Corporation and its shareholders.
ABOUT THE TRANSACTION
The combination of Fancamp and ScoZinc takes two significantly undervalued companies and creates a
larger, stronger entity. Fancamp shareholders will emerge from this Transaction with a greatly enhanced
opportunity to create value as the combined entity will have a strong cash position, a signif icant portfolio
of projects that can provide long-term value creation, greater opportunities for profitable growth, and be
better positioned to attract new investments that would not be otherwise available at the current size.
On April 20, 2021, ScoZinc received a final order from the British Columbia Supreme Court approving the
plan of arrangement with Fancamp. Upon satisfaction of the conditions of the TSX-V acceptance,
Fancamp and ScoZinc are bound to complete the Transaction.
FANCAMP REMAINS FOCUSED ON THE FUTURE
As discussed on the January 19, 2021 and March 4, 2021 investor calls, the new management team of the
Corporation developed a three-pronged strategy focused on:
1. Exploration Properties: Selecting quality exploration targets to enhance value, combined with a
disciplined rigor when allocating funds.
2. Titanium Technology: Establishing new processes and obtaining patents to become an active
participant in a $16-billion industry.
3. Strategic Alternatives: Acquiring projects that have the potential for near-term cash flow.
Fancamp remains focused on executing its growth strategy to deliver significant value to shareholders.
Shareholder Questions
Shareholders with questions regarding the AGM should contact Kingsdale Advisors at 1-800-749-9890 (toll-
free within North America) or at 1-416-867-2272 (outside of North America) or by email at
Advisors
Lavery, de Billy, L.L.P. is serving as legal advisor to Fancamp. Kingsdale Advisors is acting as strategic
shareholder and communications advisor to Fancamp.
About Fancamp Exploration Ltd. (TSX-V: FNC)
Fancamp is a growing Canadian mineral exploration corporation dedicated to its value-added strategy
of advancing mineral properties through exploration and development. The Corporation owns numerous
mineral resource properties in Quebec, Ontario and New Brunswick, including gold, rare earth metals,
strategic and base metals, zinc, chromium, titanium and more. Fancamp is also building on the industrial
possibilities inherent in dealing with some of these materials, notable being the development of its
Titanium technology strategy. It has recently announced the acquisition of ScoZinc, a Canadian
exploration and mining corporation that has full ownership of the Scotia Mine and related facilities near
Halifax, Nova Scotia, as well as several prospective exploration licenses in surrounding regions. The
Corporation is managed by a new and focused leadership team with decades of mining, exploration
and complementary technology experience.
Forward-looking Statements
This news release includes certain forward-looking statements which are not comprised of historical facts.
Forward-looking statements include estimates and statements that describe both companies’ future
plans, objectives or goals, including words to the effect that both companies or their respective
management expects a stated condition or result to occur. Forward-looking statements may be
identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”,
“will”, or “plan”. Since forward-looking statements are based on assumptions and address future events
and conditions, by their very nature they involve inherent risks and uncertainties. Although these
statements are based on information currently available to Fancamp, Fancamp provides no assurance
that actual results will meet the management’s expectations. Risks, uncertainties and other factors
involved with forward-looking information could cause actual events, results, performance, prospects
and opportunities to differ materially from those expressed or implied by s uch forward-looking
information. Forward-looking information in this news release includes, but is not limited to, the
Corporation’s annual general meeting, objectives, goals or future plans, statements, potential
mineralization, exploration and development results, the estimation of mineral resources, exploration and
mine development plans, timing of the commencement of operations, estimates of market conditions,
future financial results or financing opportunities. There can be no assurance that forward -looking
statements will prove to be accurate and actual results and future events could differ materially from
those anticipated in such statements. Important factors that could cause actual results to differ materially
from Fancamp’s expectations include, among others, political, economic, environmental and permitting
risks, mining operational and development risks, litigation risks, regulatory restrictions, environmental and
permitting restrictions and liabilities, the inability of both companies to satis fy the conditions precedent to
complete the Transaction, the inability to obtain the necessary regulatory and third -party approvals for
the Transaction, the inability to start production at the Scotia Mine, the inability of Fancamp to realize the
anticipated financial gains from the Transaction, including generating, in the near-term, cash-flows from
the Scotia Mine, the inability of Fancamp to raise capital or secure necessary financing in the future, as
well as factors discussed in the section entitled “Risks and Uncertainties” in Fancamp’s management’s
discussion and analysis of Fancamp’s financial statements for the period ended October 31, 2020.
Although Fancamp has attempted to identify important factors that could cause actual results to differ
materially, there may be other factors that cause results not to be as anticipated, estimated or intended.
There can be no assurance that such statements will prove to be accurate as actual results and future
events could differ materially from those anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements.
For Further Information
Rajesh Sharma, Chief Executive Officer
+1 (604) 434 8829
Debra Chapman, Chief Financial Officer
+1 (604) 434 8829
Media Contact
Hyunjoo Kim
Director, Communication, Marketing & Digital Strategy
Kingsdale Advisors
Phone: 416-867-2357
Cell: 416-899-6463
Email: [email protected]
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of
the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.