Fancamp Exploration Ltd.

TSX VENTURE : FNC


Fancamp Exploration Ltd.

October 22, 2012 11:33 ET

Fancamp Announces That a Leading Proxy Advisory Firm Recommends That Shareholders Do Not Vote for the Dissident Directors and Responds Further to Robert N. Granger's Misleading Allegations

Fancamp Reiterates Its Recommendation to Vote for Fancamp's Slate of Directors Using the White Proxy

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 22, 2012) - 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.

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 release.

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