TORONTO, ONTARIO--(Marketwire - Oct. 22, 2012) - Mr. Robert Granger QC, a director and former chairman of Fancamp Exploration Ltd. (TSXV: FNC) who is seeking to replace Fancamp's board and senior management, today filed a further complaint with the British Columbia Securities Commission (BCSC) regarding management's breach of securities laws.
The complaint centres on management's failure to disclose the appointment of a solicitation agent and the fees that the company intends to pay that agent, as required by law.
Mr. Granger has also asked the securities commission to require Fancamp to issue a news release disclosing that the BCSC has begun an investigation into Fancamp stemming from a complaint filed by Mr. Granger on September 11, 2012. The investigation relates to false certificates that Fancamp filed with the securities regulator on August 28, 2012.
Mr. Granger said: "Management does not deny in its news release dated October 19, 2012, that it only sought board approval of the annual financial statements at a September 4 board meeting that I called, after it had already filed certificates on August 28 certifying that the annual financial statements had been approved by the board. That certification was untrue."
Mr. Granger added: "The status of the complaint to the BCSC regarding the false filings is material information that shareholders should have before voting for the board at the annual meeting.
Mr. Granger intends to nominate an alternative slate of eight independent and highly-qualified directors for election at Fancamp's annual meeting on October 26, 2012.
Shareholders are urged to vote only their YELLOW proxy in support of the concerned shareholders' nominees ahead of the voting deadline of October 24, 2012, at 8:30 am (Toronto Time).
Separately, Mr. Granger has delivered a letter today to Fancamp's chief executive officer asking that arrangements be made to ensure that the annual meeting takes place with integrity and that shareholders are not inconvenienced or disenfranchised either before or at the meeting. Those arrangements include the appointment of a mutually-agreed, independent chairman.
Mr. Granger also responded to recent recommendations by Institutional Shareholder Services (ISS) on the forthcoming election of directors.
Significantly, ISS recommends against the election of Peter Smith, Fancamp's CEO, as a director, a point that Fancamp neglects to mention in its press release of October 22, 2012.
Mr. Granger said it was troubling that ISS has paid little or no heed in its report to the following key shortcomings at Fancamp:
- Management has filed false certifications with securities authorities.
- Management never disclosed to the board that the auditor's report to its annual statements for the first time contains a "going concern" note.
- Fancamp has not addressed the "going concern" note in its disclosure filings, including its annual MD&A (as required by securities laws).
- Management breached laws relating to the non-disclosure of being paid to its proxy solicitation agent.
- An entity, whose going concern status is questioned by the auditors, must put the brakes on grass roots exploration activity, pending a profitability review of such activity.
Mr. Granger said that the criticism of the level of detail in his strategic plan is unwarranted as such level of detail is to be expected until such time as an extensive review can be undertaken of the technical reports and on-site evaluation by the board, but is sufficient for the shareholders to make an informed decision at the meeting.
Mr. Granger said: "It is reckless for ISS to make a recommendation given the modest period of its review and cursory nature of that review. ISS analysts did not meet with me to discuss my concerns or strategic plans. ISS' recommendations should not be taken as an approval or endorsement of current management, but rather a recommendation in the absence of information compelling to ISS."
Mr. Granger noted that Fancamp management continues to issue press releases on behalf of the company even though a board meeting has not been convened to consider the issues at hand. "Management should disclose the names of the members of the Board on whose behalf they are speaking", he added.
Attention Fancamp Shareholders:
Mr. Granger's letter to shareholders, dated October 15, 2012, can be found at:
The concerned shareholder group's full circular is available at www.sedar.com.
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 North America (collect calls accepted), or by e-mail at firstname.lastname@example.org.
PROTECT YOUR INVESTMENT - VOTE YOUR YELLOW PROXY TODAY