SYS-CON MEDIA Authors: Zakia Bouachraoui, Liz McMillan, Carmen Gonzalez, Roger Strukhoff, David Linthicum

News Feed Item

Former Fancamp Chairman to Nominate Alternative Slate of Directors

Highlights Fancamp's Record of Destroying Shareholder Value and Filing False Information with Securities Regulators

TORONTO, ONTARIO -- (Marketwire) -- 10/16/12 -- Mr. Robert N. Granger, Q.C., a director of Fancamp Exploration Ltd. (TSXV: FNC), and until recently its chairman, announced today that he no longer has confidence in the ability of Fancamp's management to manage the company in a manner consistent with the best interests of Fancamp and its shareholders. As attempts to address his concerns have been unsuccessful, Mr. Granger will nominate an alternative slate of directors for election at Fancamp's annual general meeting to be held on October 26, 2012.

A letter and proxy circular urging Fancamp shareholders to vote for Mr. Granger's slate of eight director nominees are available for review on-line at www.sedar.com.

The letter and circular highlight the current board's history of dismal share performance and serious mismanagement. Concerns include:

--  Exploration activity that is straining Fancamp's limited financial
    resources; 
--  A dilutive financing strategy; 
--  Management's refusal to adhere to corporate governance practices that
    are proper and required for a public company; 
--  Filing false certifications with securities regulators. 

As the circular makes clear, Fancamp's current management has run roughshod over the fundamental principle that it derives its authority from, and is accountable to, the board of directors. It has failed to inform the board of crucial developments, acted without proper board approval, and presented misleading and inaccurate information to the board. At the same time, the board has failed to call management to account for these serious shortcomings.

Mr. Granger urges shareholders to take immediate action and vote for his eight independent and highly-qualified director nominees - Robert N. Granger, Q.C., Robert D. Cudney, Sheldon Inwentash, Ulrich E. Rath, Edward G. Thompson, Michael E. Power, Petra C. Decher and John L. Burns. These nominees are independent candidates who bring vital attributes to the board, including: successful exploration and development and mine finance experience, international legal and contract experience, and experience serving on the audit, compliance, nominating and compensation committees of public companies.

"As a shareholder I know Fancamp has great potential for significant value that the current board and management have failed to deliver", Mr. Granger said. "The time has come for Fancamp to move in a new direction under the guidance of directors who have a proven record of success in the mining industry."

Mr. Granger added: "We have a credible and effective plan based on a more focused operational strategy and greatly enhanced corporate governance practices."

The full text of Mr. Granger's letter follows below.

Attention Fancamp Shareholders:

Please carefully read Mr. Granger's letter and the information circular, and vote only your YELLOW proxy ahead of the voting deadline of October 24, 2012, at 8:30 a.m. (Toronto Time).

If you need help with your vote, contact Kingsdale Shareholder Services Inc. at 1-866-229-8651 toll-free in North America, or 1-416-867-2272 outside of North America (collect calls accepted), or by e-mail at [email protected].

PROTECT YOUR INVESTMENT - VOTE YOUR YELLOW PROXY TODAY.

LETTER:

October 15, 2012

Dear Fellow Shareholder:

Like you, I am greatly dismayed by Fancamp Exploration's recent performance. The share price has plunged. The company lacks strategic direction and has financed its operations in a way that seriously dilutes the stake of its existing shareholders. The current management has failed to adhere to corporate governance practices that are proper and required for a public company.

We now have an opportunity to bring fresh blood to Fancamp and to point the company in a new direction that will provide the benefits that we shareholders all deserve.

Fancamp is due to hold its annual general meeting of shareholders on October 26, 2012. I am writing to solicit your proxy to vote for the election of a slate of eight nominee directors who will provide a more experienced, qualified and independent board focused on revitalizing Fancamp and maximizing your investment.

Please vote the enclosed YELLOW proxy no later than October 24, 2012 at 8:30 a.m. (Toronto Time) to bring these much-needed changes to Fancamp.

Your vote is extremely important.

Fancamp's Record of Value Destruction and Mismanagement.

In making your decision, I ask you to consider the following:

--  Management has unwisely pursued too many grassroots exploration
    activities in circumstances where financial resources are limited,
    without carefully evaluating the need to spend funds on key projects and
    opportunities to farm out many existing claims to appropriate operators.
    
--  Management's choice of financing for Fancamp's activities, supported by
    a majority of the current board, seriously dilutes the interests of
    shareholders. Based upon publicly available information, including
    Fancamp's news releases, during the period from May 1, 2008 through
    April 30, 2012, Fancamp has issued over 61 million common shares by way
    of 21 brokered or non-brokered private placements, thereby more than
    tripling the outstanding shares of Fancamp and substantially diluting
    shareholder value. 
    
--  Despite the significant issue of treasury securities over the last 4-5
    years, the market capitalization of Fancamp has declined. Based on
    Fancamp's annual Form 13-502F1 participation fee filings with the
    Ontario Securities Commission, the market capitalization has shrunk from
    $36.9 million for the fiscal year ended April 30, 2008 to $27.3 million
    for the fiscal year ended April 30, 2012. Based upon Fancamp's closing
    price on September 26, 2012, the company's market value had fallen below
    $17 million. 
    
--  Fancamp's share price has tumbled by approximately 74% since December
    31, 2009, as compared to the TSX-Venture composite index which has
    declined by approximately 16%.
    
    To view the graph associated with this press release, please visit the
    following link: http://media3.marketwire.com/docs/SharePerformance.jpg. 
    
--  The current management has run Fancamp without regard to corporate
    governance practices that are proper and required for a public company.
    In particular, management has run roughshod over the fundamental
    principle that it derives its authority from, and is accountable to, the
    board of directors. It has failed to inform the board of crucial
    developments, acted without proper board approval, and presented
    misleading and inaccurate information to the board. At the same time,
    the board has failed to call management to account for these serious
    shortcomings. Consider the following: 
    
--  The majority of current board members (other than Mr. Granger and Mr.
    Ankcorn) pushed through motions at a meeting held on September 4, 2012
    to approve the annual financial statements and MD&A for the year ended
    April 30, 2012, even though:  
    
    --  These statements had already been filed with the applicable
        securities authorities and released to the public via SEDAR on
        August 28, 2012. Yet they had not been circulated to the board for
        review prior to the filing or the meeting  
        
    --  The auditor's report contained a "going concern" note. Neither
        management nor the audit committee advised the board of the
        existence of this (nor of any discussions with the auditor relating
        to the note).  
        
    --  In connection with the approval of the financial statements, the
        current board had not received a report from the audit committee 
        
--  With few exceptions, the current board conducts its business by way of
    "written consent" resolutions that are circulated by management either
    shortly before, concurrent with, or in some cases even after the matters
    that require approval have been implemented. Furthermore, management
    seldom provides the board with sufficiently detailed information to
    allow the directors to form a reasoned judgment. In some cases, no
    information at all is provided. 
    
--  Management frequently issues news releases "on behalf of the board"
    without effective consultation or, in many cases, any consultation at
    all with the board. 

As the only lawyer on the board, I consistently expressed my concerns to my fellow directors about management's lack of adherence to proper corporate governance. I had hoped that management would be receptive to improved corporate governance practices. However, my suggestions have mostly been rebuffed or ignored.

Fancamp has breached securities laws.

Management filed with the applicable securities authorities and released to the public via SEDAR on August 28, 2012 a number of annual filings which had purportedly been approved by the board. However, the filings were neither approved by the board nor presented to the board for approval. The submission of such non-approved filings constitutes a breach of various corporate and securities rules and could result in a consequent breach of agreements with third parties such as the

TSX Venture Exchange and purchasers of Fancamp securities.

The board (with the exception of Mr. Paul Ankcorn) did not respond when I raised concerns about this matter. Their silence left me with no alternative but to submit a complaint to the securities authorities and to the TSX Venture Exchange.

A High-Calibre Alternative Slate of Board Nominees.

The time has come for Fancamp to take a new direction under a team that offers broader mine development and financing experience and adheres to the highest corporate governance standards. My eight nominees bring precisely these attributes.

Their skills and experience include the following:

--  Chief Executive Officer Experience - Four nominees - Robert Cudney,
    Sheldon Inwentash, Ulrich Rath and Edward Thompson - have extensive
    experience as CEOs of junior resource companies. 
    
--  Financial, Mining and Entrepreneurial Experience - Two nominees - Mr.
    Cudney and Mr. Inwentash - have outstanding track records, as founders
    and CEOs of successful publicly traded venture capital and finance
    firms, with extensive experience in the resource sector. 
    
--  Geologist and Engineering Experience - Three nominees - Michael Power,
    Ulrich Rath and Edward Thompson - are geologists or engineers with
    lengthy careers in the mining industry. 
    
--  Chief Financial Officer, Chartered Accountant and Audit Committee
    Experience. Two nominees are chartered accountants, including Petra
    Decher, the vice president finance of Franco-Nevada Corporation. Three
    others currently serve on the audit committees of public companies.  
    
--  Legal Experience - Two nominees - myself and John Burns - have extensive
    experience as senior corporate lawyers. 

See page 30 to 32 of the information circular for full biographical details of the eight nominees.

I have not identified a new chief executive officer. There are a number of excellent candidates, but I believe that the new board should make that decision.

Despite the serious deficiencies in the performance of management and most members of the current board, management's nominees for election at the annual meeting do not include:

--  anyone with the talent, experience and extensive financial industry
    track record relating to the resource sector provided by Mr. Cudney and
    Mr. Inwentash 
    
--  anyone with attributes essential to the proper governance of a public
    company, including a lawyer and a chartered accountant 
    

The management slate offers nothing more than a continuation of past practice, including an ineffective business strategy, lack of strategic direction and sub-par corporate governance.

Our Plan for Fancamp.

The Concerned Shareholder Nomnees have a credible and effective plan to steer Fancamp in a new direction with a more focussed operational strategy and greatly enhanced corporate governance practices.

Once elected, the new board intends to:

--  Put the brakes on further grassroots exploration, pending a review of
    the profitability of such activity in the context of Fancamp's financial
    resources and the need to develop its existing properties. 
    
--  Provide property origination and initial assessment that results in
    exploration targets with improved potential. 
    
--  Introduce effective geological review and exploration programs to
    clearly demonstrate the mineral potential. 
    
--  Seek competent partners and operators to further advance our properties
    that can benefit from their capabilities. In particular, we will find a
    suitable partner to finance and develop the Magpie project. 
    
--  Improve the technical and economic evaluation of Fancamp projects. 
    
--  Devise alternative options to maximize the value of the royalty and
    investment portfolio. These will include (i) the acquisition of
    additional royalties on advanced mine projects and (ii) a process to
    develop Fancamp's NSR royalty properties into a new royalty company for
    the benefit of all Fancamp shareholders. 
    
--  Hold regular and effective board meetings to ensure that Fancamp
    operates as a well-run public company, rather than as a private fiefdom.
    
--  Provide meaningful and timely input on the Fancamp's strategic
    direction, management, succession planning, compensation and major
    financing initiatives. 
    
--  Set up a functioning and effective audit committee. The committee will,
    among others, assist with the review and approval of financial
    statements; meet with management to review the financial reporting
    process; and report its findings to the full board. 
    
--  Set up a functioning and effective compensation committee able to
    complete the mandate contemplated by its charter. 

The Concerned Shareholder

I was appointed as a Fancamp director on July 5, 2010 and named chairman of the board on December 7, 2010. Management is not proposing that I be re-elected as a director at the annual meeting. At a meeting of the board of directors held on October 9, 2012, the board removed me as chairman and appointed Jean Lafleur as chairman. My disagreements with management and the majority of members of the current board are described in the concerned shareholder circular. In addition to my attempts to address the serious deficiencies in the corporate governance practices of Fancamp, I took the lead role in the negotiation on behalf of Fancamp of transactions with Champion Minerals Inc. that were completed on May 17, 2012. Under this transaction:

--  Fancamp sold its 17.5% joint venture interest in properties in the
    Fermont iron ore district in north eastern Quebec to Champion, the owner
    of the remaining interest, in exchange for the issue of 14 million
    Champion common shares and 7 million warrants to Fancamp. 
    
--  Champion agreed to a permanent and irrevocable waiver of its right to
    buy one-third of Fancamp's 50% interest in the 3% royalty, which
    represents a 0.5% royalty interest, for $2 million. Fancamp retains its
    50% interest in the 3% royalty on iron production from the Fermont
    properties. 
    
--  In connection with the waiver, Champion invested $2 million in Fancamp,
    acquiring 8 million common shares of Fancamp from treasury at a price of
    $0.25 per share. 
    
--  Champion invested in Fancamp by acquiring 10,000,000 units of Fancamp at
    a price of $0.30 per unit. 
    
--  As a result of Champion and Fancamp acquiring securities in each other.
    and based upon the good working relationship which was established
    between Champion's management and me during the course of negotiations,
    Fancamp entered into a reciprocal investor rights agreement dated May
    17, 2012. 

Fancamp's board unanimously supported the final terms of the Champion transaction. (Full details can be found in Fancamp's material change report dated May 18, 2012, available at www.sedar.com.)

If the Concerned Shareholder Nominees are elected as directors, we will fulfill the terms of the above-mentioned Fancamp/Champion reciprocal investor rights agreement. The new board will ask Champion to submit its nominees for appointment to the Fancamp board in accordance with the agreement. Subject to due consideration of these nominees, the number of Fancamp directors will be increased from eight to ten and the two Champion nominees will be appointed to fill the resulting two vacancies.

Thank you for your support as we move forward to realize Fancamp's full potential.

Sincerely,

Robert N. Granger, Q.C.

Proxy cut off is October 24, 2012 at 8:30 a.m. (Toronto Time)

For questions or assistance please call Kingsdale Shareholder Services Inc.

Toll Free Number: 1-866-229-8651

PROTECT YOUR INVESTMENT -

VOTE ONLY YOUR YELLOW PROXY

Contacts:
Kingsdale Communications Inc.
Bernard Simon
416-867-2304
[email protected]

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Moroccanoil®, the global leader in oil-infused beauty, is thrilled to announce the NEW Moroccanoil Color Depositing Masks, a collection of dual-benefit hair masks that deposit pure pigments while providing the treatment benefits of a deep conditioning mask. The collection consists of seven curated shades for commitment-free, beautifully-colored hair that looks and feels healthy.
The textured-hair category is inarguably the hottest in the haircare space today. This has been driven by the proliferation of founder brands started by curly and coily consumers and savvy consumers who increasingly want products specifically for their texture type. This trend is underscored by the latest insights from NaturallyCurly's 2018 TextureTrends report, released today. According to the 2018 TextureTrends Report, more than 80 percent of women with curly and coily hair say they purcha...
The textured-hair category is inarguably the hottest in the haircare space today. This has been driven by the proliferation of founder brands started by curly and coily consumers and savvy consumers who increasingly want products specifically for their texture type. This trend is underscored by the latest insights from NaturallyCurly's 2018 TextureTrends report, released today. According to the 2018 TextureTrends Report, more than 80 percent of women with curly and coily hair say they purcha...
We all love the many benefits of natural plant oils, used as a deap treatment before shampooing, at home or at the beach, but is there an all-in-one solution for everyday intensive nutrition and modern styling?I am passionate about the benefits of natural extracts with tried-and-tested results, which I have used to develop my own brand (lemon for its acid ph, wheat germ for its fortifying action…). I wanted a product which combined caring and styling effects, and which could be used after shampo...
The precious oil is extracted from the seeds of prickly pear cactus plant. After taking out the seeds from the fruits, they are adequately dried and then cold pressed to obtain the oil. Indeed, the prickly seed oil is quite expensive. Well, that is understandable when you consider the fact that the seeds are really tiny and each seed contain only about 5% of oil in it at most, plus the seeds are usually handpicked from the fruits. This means it will take tons of these seeds to produce just one b...
Steaz, the nation's top-selling organic and fair trade green-tea-based beverage company, announces its 2017 "Mind. Body. Soul." tour, which will bring authentic experiences inspired by the brand's signature Mind. Body. Soul. tagline to life across the country. The tour will inform, educate, inspire and entertain through events, digital activations and partner-curated experiences developed to support the three pillars of complete health and wellness.
The platform combines the strengths of Singtel's extensive, intelligent network capabilities with Microsoft's cloud expertise to create a unique solution that sets new standards for IoT applications," said Mr Diomedes Kastanis, Head of IoT at Singtel. "Our solution provides speed, transparency and flexibility, paving the way for a more pervasive use of IoT to accelerate enterprises' digitalisation efforts. AI-powered intelligent connectivity over Microsoft Azure will be the fastest connected pat...
There are many examples of disruption in consumer space – Uber disrupting the cab industry, Airbnb disrupting the hospitality industry and so on; but have you wondered who is disrupting support and operations? AISERA helps make businesses and customers successful by offering consumer-like user experience for support and operations. We have built the world’s first AI-driven IT / HR / Cloud / Customer Support and Operations solution.
ScaleMP is presenting at CloudEXPO 2019, held June 24-26 in Santa Clara, and we’d love to see you there. At the conference, we’ll demonstrate how ScaleMP is solving one of the most vexing challenges for cloud — memory cost and limit of scale — and how our innovative vSMP MemoryONE solution provides affordable larger server memory for the private and public cloud. Please visit us at Booth No. 519 to connect with our experts and learn more about vSMP MemoryONE and how it is already serving some of...
Darktrace is the world's leading AI company for cyber security. Created by mathematicians from the University of Cambridge, Darktrace's Enterprise Immune System is the first non-consumer application of machine learning to work at scale, across all network types, from physical, virtualized, and cloud, through to IoT and industrial control systems. Installed as a self-configuring cyber defense platform, Darktrace continuously learns what is ‘normal' for all devices and users, updating its understa...
Codete accelerates their clients growth through technological expertise and experience. Codite team works with organizations to meet the challenges that digitalization presents. Their clients include digital start-ups as well as established enterprises in the IT industry. To stay competitive in a highly innovative IT industry, strong R&D departments and bold spin-off initiatives is a must. Codete Data Science and Software Architects teams help corporate clients to stay up to date with the mod...
As you know, enterprise IT conversation over the past year have often centered upon the open-source Kubernetes container orchestration system. In fact, Kubernetes has emerged as the key technology -- and even primary platform -- of cloud migrations for a wide variety of organizations. Kubernetes is critical to forward-looking enterprises that continue to push their IT infrastructures toward maximum functionality, scalability, and flexibility. As they do so, IT professionals are also embr...
Platform9, the leader in SaaS-managed hybrid cloud, has announced it will present five sessions at four upcoming industry conferences in June: BCS in London, DevOpsCon in Berlin, HPE Discover and Cloud Computing Expo 2019.
At CloudEXPO Silicon Valley, June 24-26, 2019, Digital Transformation (DX) is a major focus with expanded DevOpsSUMMIT and FinTechEXPO programs within the DXWorldEXPO agenda. Successful transformation requires a laser focus on being data-driven and on using all the tools available that enable transformation if they plan to survive over the long term. A total of 88% of Fortune 500 companies from a generation ago are now out of business. Only 12% still survive. Similar percentages are found throug...
When you're operating multiple services in production, building out forensics tools such as monitoring and observability becomes essential. Unfortunately, it is a real challenge balancing priorities between building new features and tools to help pinpoint root causes. Linkerd provides many of the tools you need to tame the chaos of operating microservices in a cloud native world. Because Linkerd is a transparent proxy that runs alongside your application, there are no code changes required. I...