Fancamp Releases Letter to Shareholders Outlining Plan for Growth and FAQ Regarding Significant Benefits of ScoZinc Transaction
FANCAMP EXPLORATION LTD.
7290 Gray Avenue, Burnaby, British Columbia, V5J 3Z2
Telephone: 604-434-8829 | Website: www.fancamp.ca
News Release
June 16, 2021 TSX-V Trading Symbol: FNC
Fancamp Releases Letter to Shareholders Outlining Plan for Growth and FAQ Regarding Significant
Benefits of ScoZinc Transaction
• Strongly recommends that shareholders vote only the GOLD proxy FOR all six of Fancamp’s
exceptionally qualified director nominees by 1:00 p.m. ET on Friday, June 25, 2021. Shareholders
with questions on voting should contact Kingsdale Advisors at 1-800-749-9890 or
• Letter contrasts Fancamp’s new action-oriented, three-pronged strategy for growth to Peter H.
Smith’s 34 years of wasted money, failed exploration projects, and repeated breaches of fiduciary
duties.
• Shareholders are encouraged to read the complete letter and the ScoZinc transaction FAQs on
the Corporation’s website: fancamp.ca/thefutureisbright/lettertoshareholders.
• Shareholders are also encouraged to see Fancamp’s plan in action and to learn more about our
exceptionally qualified and experienced director nominees.
VANCOUVER, British Columbia – Fancamp Exploration Ltd. (“Fancamp” or the “Corporation”) (TSX
Venture Exchange: FNC) today announced that further to its management information circular filed on
June 2, 2021, it has released another important letter to shareholders as well as an accompanying FAQ
on the transaction with ScoZinc Mining Ltd.
The letter outlines Fancamp’s action-oriented, three-pronged strategy for growth, and strongly
recommends that shareholders vote only the GOLD proxy FOR all six of Fancamp’s exceptionally qualified
and experienced director nominees: Mark Billings, Rajesh Sharma, Ashwath Mehra, Paul Ankcorn, Charles
Tarnocai and Dean Journeaux.
The letter also warns shareholders not to risk giving Mr. Smith another 90 days to come up with a plan
when they have already given him 34 years with nothing to show.
Highlights from Fancamp’s Latest Letter to Shareholders
• For 34 years, Mr. Smith was in charge of Fancamp, holding positions including Chairman, Director,
President and CEO. Over the decades, there have been many changes at the director and
management levels, but until recently, the one constant was Mr. Smith.
• In those 34 years, Mr. Smith operated in secret from the Board of Directors (the “Board”), made no
discoveries, destroyed shareholder value, entered lopsided deals to enrich his friends and
associates, and treated Fancamp’s money as his personal bank account.
• When the current Board uncovered the truth, they held Mr. Smith accountable, asking him to step
down in August 2020, then terminating his consulting agreement for cause in April 2021. They are
now in the middle of a forensic investigation that is uncovering and confirming further issues.
• Now, after escaping decades of mismanagement, Fancamp is finally on the right path to deliver
shareholder value and returns under the leadership of current management and a rejuvenated,
governance-focused Board.
• Since being appointed CEO in September 2020, Rajesh Sharma, along with the Board, has
completed a comprehensive strategic review of Fancamp’s mineral properties and other assets,
and developed a three-pronged strategy for growth focused on Exploration Targets, Titanium
Technology, and Strategic Alternatives, acquiring projects that have the potential for near-term
cash flow, such as the ScoZinc Scotia Mine.
• The ScoZinc Scotia Mine is expected to demonstrate a free cash flow of approximately $8.4 million
in the first year of commercial production alone.
• In contrast, Mr. Smith’s handpicked slate of self-serving activist nominees have aligned themselves
with someone who had 34 years to create value but delivered none. Now they are asking for just
90 more days.
• Mr. Smith has proven he is not up to the job of leading your Corporation, yet he is still asking you to
vote for him because – suddenly, after 34 years – he now has a ‘plan.’
• Mr. Smith states he will “re-establish valuable relationships…”: This mean Mr. Smith will go back to
enriching his friends and associates, such as the geologist he continually used to conduct various
exploration activities without providing full disclosure to the Board. This is the same geologist who
invoiced Fancamp over $227,678, some of which were payments for his wife and personal
vehicle.
• Mr. Smith claims he will create “much needed corporate charters and policies that will define
exactly how the board will discharge its duties…”: Almost all of the charters and policies exist, but
Mr. Smith simply chose to ignore them, despite being at the helm of Fancamp – including as
Chairman – for decades and oversaw their creation and implementation.
• Mr. Smith claims he will give new management “a clear mandate and budget…”: Many of the
current problems facing the Corporation, including the costly and unnecessary proxy fight
currently in progress, could have been avoided had Mr. Smith had this inclination when he was
president and CEO. The current Board repeatedly asked Mr. Smith to provide formal budgets and
to obtain Board approval prior to spending shareholders’ money. Mr. Smith repeatedly refused.
Why should anyone believe things will be different this time?
• Mr. Smith claims he will “initiate a marketing strategy to communicate the value of the Company
to financial institutions and retail investors.”: Creating open lines of communications is already well
underway thanks to the current management team. The management team has:
o Engaged external investor relations expertise;
o Created a new inquiries mailbox so shareholders can submit questions or comments at
their convenience;
o Established social media accounts to connect with shareholders and share the latest
news;
o Launched an email distribution to keep shareholders informed; and
o Developed a new website, an important channel for shareholders to obtain materials on
Fancamp – after multiple requests to Mr. Smith, who blocked management’s access to the
previous website.
• If elected, Mr. Smith claims his ‘plan’ will allow his handpicked nominees and management team
“time to figure out exactly what we have on hand. The ultimate goal of this exercise will be to
develop technically solid targets on several properties...”: As stated above, this work is well
underway thanks to the current management team and Board.
When reviewing Mr. Smith’s ‘plan,’ shareholders should ask themselves:
• Mr. Smith was an executive at Fancamp for 34 years and led the Corporation’s exploration; why
doesn’t he already know what Fancamp has on hand?
• Mr. Smith had 34 years to develop technically solid targets; why is he only just creating them now?
• And Mr. Smith had 34 years; why does he need MORE time to figure things out?
See Fancamp’s Plan in Action and Meet Our Qualified Director Nominees
In contrast to Mr. Smith’s history of value destruction and wasted money, Fancamp and its exceptionally
qualified and experienced director nominees have an action-oriented, three-pronged growth strategy to
enhance shareholder value and increase returns.
Watch here:
• Video: Fancamp’s Plan for Growth and Shareholder Value
• Video: Our Experienced Directors
VOTE YOUR GOLD PROXY TODAY – Deadline: Friday, June 25, 2021 at 1:00 p.m. ET
Only your vote can stop Mr. Smith from taking back control of the Corporati on.
Vote FOR Fancamp’s director nominees to move forward and create value. Voting is fast and easy –
please vote well in advance of the deadline. If you have any questions or need help voting, contact
Kingsdale Advisors at 1-800-749-9890 or [email protected].
Advisors
Lavery, de Billy, L.L.P. and Goodmans LLP are serving as legal advisor to Fancamp. Harris & Company LLP
is serving as litigation counsel to Fancamp. Kingsdale Advisors is acting as strategic shareholder and
communications advisor to Fancamp. Koffman Kalef LLP is serving as legal advisor to the Special
Committee.
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 statements which are not comprised of historical facts and that
constitute “forward-looking information” and “forward-looking statements” within the meaning of
applicable Canadian securities laws. Forward-looking statements include estimates and statements that
describe Fancamp’s future plans, objectives or goals, including words to the effect that Fancamp or its
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”, “foresees” or “plan”. Since forward-looking statements are based on multiple factors, 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 or simply fail to materialize from
those expressed or implied by such forward-looking information. Forward-looking information in this news
release includes, but is not limited to, information and statements relating to the Corporation’s annual
general meeting, and objectives, goals or future plans. 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 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 January 31, 2021. 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. Fancamp considers its assumptions to be reasonable based on
information currently available, but 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]
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the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.