mewbuddy wrote: 2021-05-03 20:50 ET - News Release
Mr. Rajesh Sharma reports
FANCAMP RECEIVES CONDITIONAL ACCEPTANCE FROM TSX VENTURE EXCHANGE FOR SCOZINC TRANSACTION
Fancamp Exploration Ltd. has received conditional acceptance from the TSX Venture Exchange for the proposed business combination with ScoZinc Mining Ltd. Final acceptance is subject to the completion of the 2020 annual general meeting, including the election of directors (AGM). The exchange requires Fancamp to hold, and complete, its AGM as soon as possible and no later than two clear business days prior to closing the transaction.
As such, Fancamp is pleased to announce that its AGM will be held on Tuesday, June 29, 2021, at 10 a.m. EST. Shareholders as of the record date of Friday, May 28, 2021, will be eligible to vote at the AGM. Further information related to the AGM will be included in the formal notice of the AGM and in the management information circular, which will be mailed to shareholders and made available on SEDAR in a timely manner, in accordance with the applicable securities regulations.
Fancamp is also pleased to announce that the board of directors has formed a special committee of directors, who are disinterested in the transaction and independent from activist Peter H. Smith, to manage the affairs of the corporation, including matters relating directly or indirectly to the transaction and the AGM, as well as addressing Mr. Smith's repeated breaches of fiduciary duty. Mr. Smith is a director and former president and chief executive officer of the corporation, who recently had his consulting agreement terminated for cause. The board believes establishing the special committee is in the best interest of the corporation and its shareholders.
About the transaction
The combination of Fancamp and ScoZinc takes two significantly undervalued companies and creates a larger, stronger entity. Fancamp shareholders will emerge from this transaction with a greatly enhanced opportunity to create value as the combined entity will have a strong cash position, a significant portfolio of projects that can provide long-term value creation, greater opportunities for profitable growth and be better positioned to attract new investments that would not be otherwise available at the current size.
On April 20, 2021, ScoZinc received a final order from the British Columbia Supreme Court approving the plan of arrangement with Fancamp. Upon satisfaction of the conditions of the TSX-V acceptance, Fancamp and ScoZinc are bound to complete the transaction.
Fancamp remains focused on the future
As discussed on the Jan. 19, 2021, and March 4, 2021, investor calls, the new management team of the corporation developed a three-pronged strategy focused on:
- Exploration properties: selecting quality exploration targets to enhance value, combined with a disciplined rigour when allocating funds;
- Titanium technology: establishing new processes and obtaining patents to become an active participant in a $16-billion industry;
- Strategic alternatives: acquiring projects that have the potential for near-term cash flow.
Fancamp remains focused on executing its growth strategy to deliver significant value to shareholders.
Shareholder questions
Shareholders with questions regarding the AGM should contact Kingsdale Advisors at 1-800-749-9890 (toll-free within North America) or at 1-416-867-2272 (outside of North America), or by e-mail at contactus@kingsdaleadvisors.com.
Advisers
Lavery, de Billy, LLP is serving as legal adviser to Fancamp. Kingsdale Advisors is acting as strategic shareholder and communications adviser to Fancamp.
About Fancamp Exploration Ltd.
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, N.S., as well as several prospective exploration licences in surrounding regions. The corporation is managed by a new and focused leadership team with decades of mining, exploration and complementary technology experience.
We seek Safe Harbor.