Fancamp Exploration Ltd.
TSX VENTURE : FNC

Fancamp Exploration Ltd.

May 27, 2013 09:30 ET

Fancamp Announces Adoption of New Shareholders Rights Plan

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 27, 2013) - Fancamp Exploration Ltd. (TSX VENTURE:FNC): The Company announces that its Board of Directors has approved and adopted a new Shareholders Rights Plan (the "Plan"). The Plan entitles shareholders to severable rights to purchase additional shares of the Company upon the occurrence of a take-over bid (i.e., an offer to purchase 20% or more of the issued shares, when aggregated with the offeror's shareholdings), which fails to meet certain conditions. Bids which meet these conditions ("Permitted Bids") do not trigger the rights to purchase additional shares. Permitted Bids are offers which meet all of the following conditions:

  1. The offer is made to all shareholders and includes shares issuable upon exercise of share purchase warrants, stock options and other convertible securities;
  2. The offer must contain an irrevocable and unqualified provision that no shares will be taken up or paid for prior to the close of business on a date less than 60 days following the date of the Bid, and only if at such date more than 50% of the shares held by independent shareholders have been deposited or tendered and not withdrawn;
  3. The offer must contain an irrevocable and unqualified provision that any share deposited may be withdrawn at any time until being taken up and paid for; and
  4. The offer must contain an irrevocable and unqualified provision that if the deposit conditions set out in item 2 above are met, then the offeror will make a public announcement of that fact, and the bid will remain open for deposits or tenders of additional shares for not less than 10 business days from the date of the public announcement.

The Plan is designed to ensure that all shareholders are treated fairly and equitably in the event of a take-over bid. The Plan was not adopted in response to any actual or threatened takeover bid or other proposal from a third-party to acquire control of the Company.

The Plan is subject to the acceptance of regulatory authorities, ratification by the shareholders of the Company, and the acceptance of the rights agent.

Hiring of Aberdeen Gould Capital Markets Ltd as Corporate Financial Adviser

Aberdeen Gould Capital Markets Ltd. ("AGCM") has been hired for a 12 month period to act as a consultant and financial adviser in relation to providing corporate finance and or M&A advisory services in relation to corporate strategy, potential acquisitions, divestitures, strategic transactions and/or other financings. For providing the corporate finance services, AGCM will be paid a monthly work fee of C$6,000.

About Fancamp Exploration Ltd

Fancamp Exploration Ltd is a Canadian junior mineral exploration company with an exceptional inventory of resource projects at various stages of development covering more than 1,710 km2 in three provinces. The commodities include hematite magnetite iron formations, titaniferous magnetite and hematite, nickel/copper/PGM, chromite, Volcanogenic Massive Sulphides and gold. The Company is focused on enhancing shareholder value by identifying and acquiring early-stage projects with excellent mineral potential; advancing them to the next decision stage with efficient exploration; selling, optioning or joint venturing them to solid partners for cash and shares of the partnering companies and inheriting a significant royalty on future production.

FNC S.E.C. Exemption: 12(g)3-2(b)

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

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