Fancamp Announces That a Leading Proxy Advisory Firm Recommends That Shareholders Do Not Vote for the Dissident Directors and...
October 22 2012 - 11:33AM
Marketwired Canada
Fancamp Exploration Ltd. (TSX VENTURE:FNC) ("Fancamp" or the "Company")
announces today that Institutional Shareholder Services Inc. ("ISS"), a leading
independent proxy advisory services firm, has issued a report (the "ISS Report")
recommending among other things that the Company's shareholders vote FOR the
management board nominees, namely Paul Ankcorn, Debra Chapman, Gilles Dubuc,
Fouad Kamaleddine, Jean Lafleur, Mel de Quadros and Michael Sayer at the
upcoming annual general meeting of shareholders to be held on October 26, 2012
(the "Meeting").
ISS also recommends that shareholders of Fancamp DO NOT VOTE for ANY of the
eight dissident directors nominated by Mr. Robert N. Granger ("Granger" or the
"Concerned Shareholder") in the concerned shareholder information circular filed
on October 15, 2012.
Highlights of the ISS Report
-- Granger has proposed a very broad strategic plan that lacks rigorous
specific actionable items shareholders would be typically expected from
a dissident that sought full control of a board;
-- Much of the criticism levied by Granger against the Company's
underperformance and operations occurred during Granger's tenure as a
member of Fancamp's board of directors (the "Board"), particularly while
serving as Chairman. ISS questions why Granger was unable to implement
the changes to the Company's strategic direction or financing strategy
during his tenure; and
-- The services provided by R.N. Granger Management Services, the Concerned
Shareholder's wholly-owned company, to Fancamp, renders the Concerned
Shareholder no longer independent, which weakens Granger's position in
running a last-minute proxy battle campaign for the purpose of taking
over the whole Board.
In light of the above, ISS concludes that Granger has NOT presented a compelling
case for change and recommends that shareholders of Fancamp DO NOT VOTE for ANY
of the eight dissident directors nominated by Granger.
Fancamp's Response to Granger's Opportunistic, Biased and Self-serving Actions
The Company agrees with the conclusions of ISS on Granger, and wishes to respond
further to Granger's opportunistic, biased and self-serving actions and
allegations.
Conflict of Interest: Granger's Initiative is Self-serving and Abusive
The Company has already addressed Granger's claim to "leadership" in the sale to
Champion Iron Mines Limited ("Champion") of the Company's 17.5% interest in the
Fermont properties (the "Champion Transaction"). For a more detailed
illustration of Granger's lack of leadership and judgment, the Company reminds
that his conduct of the negotiations of the Champion Transaction caused the
Company to incur excessive legal costs, resulting in the Company being invoiced
$389,000 for support services performed over a two-month period.
Granger did not see a "conflict of interest" in negotiating a board seat for
himself on Champion's board when he was negotiating the Champion Transaction but
the Board would not and did not support his intentions. Granger's inclination to
act in his own best interests during the Champion Transaction was enough for the
Board to determine that a breach of trust had occurred.
The ISS Report confirmed the fact, if proved to be true, that Granger's
intention to negotiate himself a seat on the board of Champion with a generous
compensation in the form of stock options on a personal level is of serious
concern. In such, and in light of Granger's most recent actions, the Board
members have ceased to discuss any strategies or plans with Granger. Granger is
obviously a hostile director and not acting in the best interests of Fancamp
shareholders.
Granger's Proposed Nominees Are Not Independent
The Company questions just how "independent" Granger's proposed slate of
directors is. In fact, based on its latest annual report, Northfield Capital
Corporation, an issuer for which Mr. Robert D. Cudney, one of Granger's proposed
nominees, acts as President and Chief Executive Officer, holds a 47% interest in
the common shares of The Grange of Prince Edward Inc., a company for which
Granger acts as Chairman. In addition, Mr. Edward G. Thompson, another one of
Granger's proposed nominees, acts as director for Copper Reef Mining
Corporation, an issuer for which Granger acts as Chairman according to public
records. Granger and his proposed slate of directors' past and current business
relationships would undoubtedly interfere with the exercise of their independent
judgment should the dissident nominees take over the Board.
Corporate Governance
Fancamp maintains that it does follow corporate governance practices that are
proper and required for a public company. Contrary to what Granger alleges, the
Company has not filed any false certificates with the securities regulators, it
has never failed to disclose the going concern note issued by its auditors and
management has by no means acted without Board approval. The ISS Report
mentioned that there is little evidence to support Granger's allegations to that
effect.
Granger's misleading and false allegations are definitely unfounded. As
confirmed in the ISS Report, much of the criticism put forth by Granger against
the Company's corporate governance occurred during Granger's tenure as Chairman.
The Board wishes to underline that Granger already had an "inside" view of
events and was in a position of influence at the Company. In other words, the
Company's governance was to Granger's convenience until the Company decided not
to renew his mandate as director pursuant to the breach of trust that had
occurred among Granger and the members of the Board. Granger's lack of
credibility considering the circumstances is obvious.
To All Fancamp Shareholders:
The Company's letter to shareholders in response of Granger's unfounded
allegations and actions, dated October 19, 2012, can be found at:
http://www.marketwire.com/press-release/fancamp-alerts-shareholders-concerned-shareholders-circular-mr-robert-n-grangers-actions-tsx-venture-fnc-1715637.htm
Voting Instructions
Fancamp will be holding its annual general meeting of shareholders on Friday
October 26, 2012 at 1:00 p.m., at the Toronto Board of Trade, 1 First Canadian
Place, Toronto, Ontario. To ensure your vote counts, proxies must be received
prior to 1:00 p.m. EDT, on October 24, 2012 using one of the methods described
on the WHITE proxy.
If you have already voted using the yellow dissident shareholder proxy you have
every right to change your vote as it is the later dated proxy that will be
counted. Shareholders with questions or needing assistance in voting their WHITE
proxy are encouraged to call Fancamp's proxy solicitation agent, Georgeson,
North American Toll Free Number: 1-888-605-8406, Email: askus@georgeson.com.
FOR FURTHER INFORMATION PLEASE CONTACT:
Fancamp Exploration Ltd.
Peter H. Smith, PhD, P. Eng.
President
(514) 481-3172
www.fancampexplorationltd.ca
International Samuel Exp... (TSXV:ISS)
Historical Stock Chart
From Dec 2024 to Jan 2025
International Samuel Exp... (TSXV:ISS)
Historical Stock Chart
From Jan 2024 to Jan 2025