|By Marketwire .||
|October 19, 2012 06:13 PM EDT||
TORONTO, ONTARIO -- (Marketwire) -- 10/19/12 -- Mr. Robert Granger QC, a director and former chairman of Fancamp Exploration Ltd. (TSXV: FNC) who is seeking to replace Fancamp's board and senior management, noted today that a letter filed by Fancamp management fails to address key issues centred on mismanagement and poor governance under the current board and management.
"The management letter skates around the core reasons for our loss of confidence in the ability of current management of Fancamp to act in the best interests of all shareholders", Mr. Granger said. "In particular, it is completely silent on the fact that management has acted without board approval, and presented misleading and inaccurate information to the board and that management has filed false information with securities regulators."
"Our desire for change at Fancamp is based on overwhelming evidence that current management has run roughshod over the fundamental principles that management is accountable to the board of directors, and that the board has a duty to call management to account for serious shortcomings."
Mr. Granger intends to nominate an alternative slate of eight independent and highly-qualified directors for election at Fancamp's annual meeting on October 26, 2012.
Shareholders are urged to vote only their YELLOW proxy in support of the concerned shareholders' nominees ahead of the voting deadline of October 24, 2012, at 8:30 am (Toronto Time).
-- Improper Corporate Governance and False Certifications: -- The management letter fails to address the following key issues: -- Management's refusal to adhere to corporate governance practices that are proper and required for a public company; -- Filing false certifications with securities regulators; -- Failure to disclose a "going concern" note issued by Fancamp's auditors. -- Background to Mr. Granger's Intervention:
Mr. Granger is not a professional activist. He sought on numerous occasions to advocate improved governance practices within Fancamp, as evidenced by his recent leadership relating to the Champion transaction completed in May 2012.
Mr. Granger launched the proxy contest in a timely way related entirely to management's actions. Fancamp's materials for the annual meeting were not made publicly available until October 5. Mr. Granger immediately began preparing a circular and letter that provide shareholders with sufficient, high-quality information to make an informed choice. It takes time to assemble an eight-person board of the calibre of Mr. Granger's slate.
-- Mr. Granger Wishes to Improve Fancamp's Governance, Not Seize Control:
Mr. Granger is but one of eight nominees, all of whom are independent. He does not exert control over their actions. "All Fancamp shareholders will benefit from an improvement in the share price if the new board succeeds in executing an effective strategy for the company", Mr. Granger said. "Management is merely attempting to confuse shareholders and distract attention away from its mismanagement."
-- The Concerned Shareholder's Plan:
Based on encouraging feedback from Fancamp shareholders, Mr. Granger's nominees represent a head-and-shoulders improvement over management's slate.
The board urgently needs a functioning audit committee that understands and fulfils its role. Petra Decher, who is a chartered accountant (CA) and VP Finance at Franco-Nevada, has the perfect credentials to lead a proper audit committee. The current board does not have a CA and management's slate does not include a CA.
Given the extensive corporate governance problems at Fancamp, the board also urgently needs a lawyer or two to put the company back on the right track. Mr. Granger's slate includes Mr. John Burns, a senior lawyer with extensive governance experience. Management's slate at this year's AGM does not include a lawyer. This is a serious deficiency.
-- The Champion Transaction: -- Management's letter makes reckless and untrue statements regarding the Champion transaction. Of note: -- Fancamp's board unanimously determined that the transaction was fair and in the company's best interests. -- Management's assertion that Mr. Granger had a conflict in negotiating the Champion transaction is not supported by the facts. -- Proxy Solicitation Fees:
Mr. Granger has acted properly and in full compliance with the law by disclosing that he has hired Kingsdale Shareholder Services as his proxy solicitation agent, and disclosing the fees to be paid to Kingsdale.
By contrast, management hired Georgeson as its proxy solicitation agent without board approval. Furthermore, it has failed to comply with the law by not disclosing the fees that Fancamp will pay to Georgeson.
Mr. Granger added: "Shareholders should see the management news release and letter for what they are: a blatant attempt by management to entrench itself. It is clear that Fancamp's existing management is out of control and not being held to account by the current board."
Attention Fancamp Shareholders:
Mr. Granger's letter to shareholders, dated October 15, 2012, can be found at:
The concerned shareholder group's full circular is available at www.sedar.com.
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 North America (collect calls accepted), or by e-mail at firstname.lastname@example.org. PROTECT YOUR INVESTMENT - VOTE YOUR YELLOW PROXY TODAY
Kingsdale Communications Inc.