Former Fancamp Chairman to Nominate Alternative Slate of Directors
Highlights Fancamp's Record of Destroying Shareholder Value and Filing False Information with Securities Regulators Shareholders Urged to Vote Their YELLOW Proxy FOR a New Experienced Board To Revitalize Fancamp
(firmenpresse) - TORONTO, ONTARIO -- (Marketwire) -- 10/15/12 -- 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 .
The letter and circular highlight the current board's history of dismal share performance and serious mismanagement. Concerns include:
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 .
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:
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:
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:
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:
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'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 .)
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
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Datum: 16.10.2012 - 00:59 Uhr
Sprache: Deutsch
News-ID 192576
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