|By Marketwire .||
|October 15, 2012 08:59 PM EDT||
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@example.com.
PROTECT YOUR INVESTMENT - VOTE YOUR YELLOW PROXY TODAY.
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.
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
Kingsdale Communications Inc.